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 Shares or the Escrow Ledger, the Escrow Agent shall have the right, at the Escrow Agent's election, to either: (a) 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 5.5. In the further event that the Escrow Agent gives written notice under "(a)" 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. 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 Broadbase shall pay the Escrow Agent all costs, expenses and reasonable attorneys' fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's rights under this paragraph.

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 Shares or the Escrow Ledger, the Escrow Agent shall have the right, at the Escrow Agent's ’s election, to either: (a) give written notice to the other parties to this Agreement that it has received conflicting instructions from Broadbase Parent and the Stockholder Representative and is refraining from taking action until it receives instructions consented to in writing by both Broadbase Parent and the Stockholder Representative, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 5.55.7 hereof. In the further event that the Escrow Agent gives written notice under "(a)" ) above and does not receive instructions consented to in writing by both Broadbase 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 WilmingtonBaltimore City, DelawareMaryland, 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 Broadbase shall pay the Escrow Agent all costs, expenses and reasonable attorneys' ’ fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's ’s rights under this paragraph.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 Parent of a written invoice by Escrow Agent. ESCROW AGREEMENT

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 Shares or the Escrow Ledger, the Escrow Agent shall have the right, at the Escrow Agent's election, to either: (a) 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 5.55.6. In the further event that the Escrow Agent gives written notice under "(a)" 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 WilmingtonSan Mateo County, DelawareCalifornia, 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 Broadbase shall pay the Escrow Agent all costs, expenses and reasonable attorneys' fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's rights under this paragraph.

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 Shares Shares, any of the Cash Escrow or the Escrow Ledger, the Escrow Agent shall have the right, at the Escrow Agent's ’s election, to either: (a) give written notice to the other parties to this Agreement that it has received conflicting instructions from Broadbase the Purchaser and the Representative Securityholders’ Representatives and is refraining from taking action until it receives instructions consented to in writing by both Broadbase the Purchaser and the RepresentativeSecurityholders’ Representatives, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 5.55.6. In the further event that the Escrow Agent gives written notice under "“(a)" ” above and does not receive instructions consented to in writing by both Broadbase the Purchaser and the Representative 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 WilmingtonHouston, Delaware, Texas 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 Broadbase the Purchaser and the Securityholders shall pay the Escrow Agent all costs, expenses and reasonable attorneys' ’ fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's ’s rights under this paragraph.

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 Shares Fund or the Escrow Ledger, the Escrow Agent shall have the right, at the Escrow Agent's ’s election, to either: (a) give written notice to the other parties Parties to this Agreement that it has received conflicting instructions from Broadbase Buyer and the Selling Member Representative and is refraining from taking action until it receives instructions consented to in writing by both Broadbase Buyer and the Selling Member Representative, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 5.55.7 hereof. In the further event that the Escrow Agent gives written notice under "(a)" ) above and does not receive instructions consented to in writing by both Broadbase 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 WilmingtonBaltimore City, DelawareMaryland, requiring the parties 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 Broadbase shall pay the Escrow Agent all costs, expenses and reasonable attorneys' ’ fees expended or incurred by the Escrow Agent pursuant to the exercise of Escrow Agent's ’s rights under this paragraphsection shall be shared equally between Buyer, on the one hand, and the Members, on the other hand, and shall be paid upon receipt by Buyer of a written invoice by Escrow Agent.