Common use of Suspension of Performance or Disbursement Into Court Clause in Contracts

Suspension of Performance or Disbursement Into Court. If, at any time, there shall exist any dispute between the Company, Escrow Agent, any Escrow Purchaser or any other person with respect to the holding or disposition of any portion of the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the Company and a Majority of the Escrow Purchasers has not within 30 days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 7 hereof appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: a. suspend the performance of any of its obligations under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); provided, however, that Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 5 hereof; and/or b. petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in Georgia for instructions with respect to such dispute or uncertainty, and pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. Escrow Agent shall have no liability to the Company, any Escrow Purchaser or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to any other action required or requested of Escrow Agent.

Suspension of Performance or Disbursement Into Court. If(a) As an additional consideration for and as an inducement for Escrow Agent to act hereunder, at it is understood and agreed that, in the event of any time, there shall exist any dispute disagreement between the Company, parties to this Escrow Agent, any Escrow Purchaser Agreement or among them or any other person person(s) resulting in adverse claims and demands being made in connection with respect or for any money or other property involved in or affected by this Escrow Agreement, Escrow Agent shall be entitled to refuse to comply with the holding demands of such parties, or any of such parties, so long as such disagreement shall continue. In such event, Escrow Agent shall make no delivery or other disposition of any portion of the Escrow Funds or any other obligations part of such Escrow Funds. Anything herein to the contrary notwithstanding, Escrow Agent shall not be or become liable to such parties or any of them for the failure of Escrow Agent hereunder, to comply with the conflicting or if at adverse demands of such parties or any time of such parties. Escrow Agent is unable shall be entitled to determine, continue to Escrow Agent's sole satisfaction, the proper disposition of any portion refrain and refuse to deliver or otherwise dispose of the Escrow Funds or Escrow Agent's proper actions with respect any part thereof or to its obligations otherwise act hereunder, as stated above, unless and until: (a) the rights of such parties have been finally settled by binding arbitration or if the Company and duly adjudicated in a Majority court having jurisdiction of the parties and the Escrow Purchasers has not within 30 days Funds and Escrow Agent shall have received written notice thereof OR (b) the parties have reached an agreement resolving their differences and have notified Escrow Agent in writing of the furnishing such agreement and have provided Escrow Agent with indemnity satisfactory to Escrow Agent pursuant to Section 12 hereof against any liability, claims, or damages resulting from compliance by Escrow Agent with such agreement. (b) In the event of a notice of resignation pursuant to Section 7 hereof appointed a successor disagreement between such parties as described above, Escrow Agent to act hereunder, then Escrow Agent mayshall have the right, in its sole discretionaddition to the rights described above and at the option of Escrow Agent, take either to tender into the registry or both of the following actions: a. suspend the performance custody of any of its obligations under this court having jurisdiction, all money and property comprising the Escrow Agreement until Account and may take such dispute other legal action as may be appropriate or uncertainty shall be resolved to necessary, in the sole satisfaction opinion of Escrow Agent or until a successor Escrow Agent shall have been appointed (as its counsel. Upon such tender, the case may be); provided, however, parties hereto agree that Escrow Agent shall continue to invest be discharged from all further duties under this Escrow Agreement; PROVIDED HOWEVER, that the filing of any such legal proceedings shall not deprive Escrow Funds in accordance with Section 5 hereof; and/or b. petition (by means Agent of an interpleader action or any other appropriate method) any court of competent jurisdiction in Georgia for instructions with respect its compensation hereunder earned prior to such dispute or uncertainty, filing and pay into such court all funds held by it in the discharge of Escrow Funds for holding and disposition in accordance with the instructions Agent of such court. its duties hereunder. (c) Escrow Agent shall have no liability to Sovereign, the Company, any Escrow Purchaser Purchaser, or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds Escrow Funds held in the Escrow Funds Account or any delay in or with respect to any other action required or requested of Escrow Agent. (d) The parties hereto agree that, in the event any controversy arises under or in connection with this Escrow Agreement or the Escrow Funds, or Escrow Agent is made a party to or intervenes in any litigation pertaining to this Escrow Agreement or the Escrow Funds, to pay to Escrow Agent reasonable compensation for its extraordinary services and to reimburse Escrow Agent for all costs and expenses associated with such controversy or litigation. (e) Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement, or to appear in, prosecute, or defend any action or legal proceeding which would or might involve it in any cost, expense, loss, or liability unless security and indemnity, as provided in Section 12 hereof shall be furnished.