Common use of Resolution of Conflicting Demands Clause in Contracts

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow Fund, the Escrow Agent shall have the absolute right, at the Escrow Agent’s election, to do any of the following: (i) resign so a successor escrow agent can be appointed pursuant to Section 6 hereof; (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) give written notice to Purchaser and Seller that it has received conflicting instructions and is refraining from taking action until it receives instructions consented to in writing by both Purchaser and Seller. In the event an interpleader suit as described in clause (ii) above is brought, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and one-half of all out-of-pocket costs, all expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent’s rights under this Section 4(b), shall be paid by Purchaser and Seller.

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow FundFund or the Escrow Ledger, the Escrow Agent shall have the absolute right, at the Escrow Agent’s election, to do any of the followingeither: (i) resign so a successor escrow agent can be appointed pursuant to Section 6 hereof; (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iiia) give written notice to Purchaser and Seller the other Parties to this Agreement that it has received conflicting instructions from Buyer and the Selling Member Representative and is refraining from taking action until it receives instructions consented to in writing by both Purchaser Buyer and Sellerthe Selling Member Representative, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 5.7 hereof. In the further event an interpleader suit as described in clause that the Escrow Agent gives written notice under (iia) above is broughtand does not receive instructions consented to in writing by both Buyer and the Selling Member Representative within thirty (30) calendar days, then the Escrow Agent may file a suit in interpleader and obtain an order from a court of competent jurisdiction located in Baltimore City, Maryland, requiring the Parties to interplead and litigate in such court their several claims and rights among themselves. In this case, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and one-half of all out-of-pocket costs, all expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent’s rights under this Section 4(b)section shall be shared equally between Buyer, on the one hand, and the Members, on the other hand, and shall be paid upon receipt by Purchaser and SellerBuyer of a written invoice by Escrow Agent.

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow FundShares or the Escrow Ledger, the Escrow Agent shall have the absolute right, at the Escrow Agent’s 's election, to do any of the followingeither: (ia) give written notice to the other parties to this Agreement that it has received conflicting instructions from Broadbase and the Representative and is refraining from taking action until it receives instructions consented to in writing by both Broadbase and the Representative, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 6 hereof; 5.5. In the further event that the Escrow Agent gives written notice under "(iia)" above and does not receive instructions consented to in writing by both Broadbase and the Representative within thirty (30) calendar days, then the Escrow Agent may file a suit in interpleader and obtain an order from a court of competent jurisdiction located in Wilmington, Delaware, requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) give written notice to Purchaser and Seller that it has received conflicting instructions and is refraining from taking action until it receives instructions consented to in writing by both Purchaser and Seller. In the event an interpleader suit as described in clause (ii) above is broughtthis case, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and one-half of Broadbase shall pay the Escrow Agent all out-of-pocket costs, all expenses and reasonable attorneys’ ' fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent’s 's rights under this Section 4(b), shall be paid by Purchaser and Sellerparagraph.

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow FundShares, any of the Cash Escrow or the Escrow Ledger, the Escrow Agent shall have the absolute right, at the Escrow Agent’s election, to do any of the followingeither: (ia) give written notice to the other parties to this Agreement that it has received conflicting instructions from the Purchaser and the Securityholders’ Representatives and is refraining from taking action until it receives instructions consented to in writing by both the Purchaser and the Securityholders’ Representatives, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 6 hereof; 5.6. In the further event that the Escrow Agent gives written notice under “(iia)” above and does not receive instructions consented to in writing by both the Purchaser and the Securityholders’ Representatives within thirty (30) calendar days, then the Escrow Agent may file a suit in interpleader and obtain an order from a court of competent jurisdiction located in Houston, Texas requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) give written notice to Purchaser and Seller that it has received conflicting instructions and is refraining from taking action until it receives instructions consented to in writing by both Purchaser and Seller. In the event an interpleader suit as described in clause (ii) above is broughtthis case, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and one-half of the Purchaser and the Securityholders shall pay the Escrow Agent all out-of-pocket costs, all expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent’s rights under this Section 4(b), shall be paid by Purchaser and Sellerparagraph.

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow FundShares or the Escrow Ledger, the Escrow Agent shall have the absolute right, at the Escrow Agent’s 's election, to do any of the followingeither: (ia) give written notice to the other parties to this Agreement that it has received conflicting instructions from Broadbase and the Representative and is refraining from taking action until it receives instructions consented to in writing by both Broadbase and the Representative, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 6 hereof; 5. 6. In the further event that the Escrow Agent gives written notice under "(iia)" above and does not receive instructions consented to in writing by both Broadbase and the Representative within thirty (30) calendar days, then the Escrow Agent may file a suit in interpleader and obtain an order from a court of competent jurisdiction located in San Mateo County, California, requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) give written notice to Purchaser and Seller that it has received conflicting instructions and is refraining from taking action until it receives instructions consented to in writing by both Purchaser and Seller. In the event an interpleader suit as described in clause (ii) above is broughtthis case, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and one-half of Broadbase shall pay the Escrow Agent all out-of-pocket costs, all expenses and reasonable attorneys’ ' fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent’s 's rights under this Section 4(b), shall be paid by Purchaser and Sellerparagraph.

Resolution of Conflicting Demands. In the event conflicting demands are made or conflicting notices are served upon the Escrow Agent with respect to the Escrow FundShares or the Escrow Ledger, the Escrow Agent shall have the absolute right, at the Escrow Agent’s election, to do any of the followingeither: (ia) give written notice to the other parties to this Agreement that it has received conflicting instructions from Parent and the Stockholder Representative and is refraining from taking action until it receives instructions consented to in writing by both Parent and the Stockholder Representative, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 6 5.7 hereof; . In the further event that the Escrow Agent gives written notice under (iia) above and does not receive instructions consented to in writing by both Parent and the Stockholder Representative within thirty (30) calendar days, then the Escrow Agent may file a suit in interpleader and obtain an order from a court of competent jurisdiction located in Baltimore City, Maryland, requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) give written notice to Purchaser and Seller that it has received conflicting instructions and is refraining from taking action until it receives instructions consented to in writing by both Purchaser and Seller. In the event an interpleader suit as described in clause (ii) above is broughtthis case, the Escrow Agent shall thereby be fully released and discharged from all further obligations imposed upon it under this Agreement with respect to the matters that are the subject of such interpleader suit, and one-half of all out-of-pocket costs, all expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent’s rights under this Section 4(b)paragraph shall be shared equally between Parent, on the one hand, and the Company Stockholders, on the other hand, and shall be paid upon receipt by Purchaser and Seller.Parent of a written invoice by Escrow Agent. ESCROW AGREEMENT