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SECTION d. AGREEMENT OF AGENT. Agent agrees to act, without fee, in <br />accordance with the terms and conditions of this Agreement and the instructions contained herein. <br />SECTION 5. EFFECTIVE DATE: ADDITIONAL SIGNATURES. Upon <br />release of tate Escrow Documents in accordance with the provisions hereof, the consummation of the <br />transactions contemplated by the Memorandum of Understanding and the Escrow Documents shall <br />occur. In accordance therewith, (a) the officers for the Panics shall (i) fill-in any and all blanks in the <br />Escrow Documents, (ii) attach any and all exhibits that have not heretofore been attached to the <br />Escrow Documents, and (iii) make any necessary revisions to the Escrow Documents as mutually <br />agreed to by the Parties and (b) because the parties to the Escrow Documents have executed one (1) <br />original of each of the Escrow Documents, upon release of the Escrow Documents in accordance <br />with the provisions hereof, the parties to the Escrow Documents shall execute additional originals <br />thereof, in order that each Party have original fully executed counterparts of the Escrow Documents <br />and (c) the Parties shall take or cause to be taken such further actions and execute and deliver or <br />cause to be executed and delivered such other instruments as may be reasonably requested by the <br />other Parties in order to consummate the transactions contemplated by the Escrow Documents. <br />SECTION d. DISPU'T'ES. <br />(A) In the event of any disagreement between the Parties resulting in conflicting <br />instructions to, or adverse claims or demands upon Agent with respect to the release of the Escrow <br />Documents, Agent shall refuse to comply with any such instruction, claim or demand so long as such <br />disagreement shall continue, and in so refusing Agent shall not release the Escrow Documents. Agent <br />shall not be or become liable in any way to any of the Parties for its failure or refusal to comply with <br />any such conflicting instructions or adverse claims or demands, and it shall be entitled to continue so <br />to refrain from acting until such conflicting or adverse demands shall have (i) been settled by <br />agreement and Agent receives notice thereof by all the Parties or (ii) finally been determined by a <br />court of competent jurisdiction. <br />f <br />i <br />(B) If any of the Parties or Agent shall be in disagreement about the interpretation of this <br />Document Escrow Agreement, or about their respective rights and obligations, or about the propriety <br />of any action contemplated by Agent, or if Agent receives or becomes aware of conflicting demands <br />t <br />or claims with respect to this escrow or the rights of any of the Parties hereto or documents deposited <br />herein or affected hereby, Agent may, but shall not be required to, file an action in interpleader to <br />1 <br />resolve the disagreement or dispute and, upon filing such action, Agent shall be released front all <br />` <br />obligations under this Document Escrow Agreement. If any action arising out of this Document <br />Escrow Agreement is commenced by any of the Parties, Agent may deposit the Escrow Documents <br />with the clerk of the court in which such action is commenced or pending and, upon depositing the <br />V <br />I <br />Escrow Documents, Agent shall be released front all obligations under this Document Escrow <br />Agreement. <br />q <br />I <br />