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 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 Buyer and the Selling Member Representative and is refraining from taking action until it receives instructions consented to in writing by both Buyer and the 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 that the Escrow Agent gives written notice under (a) above and 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 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 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 Buyer 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 Fund 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 parties to this Agreement that it has received conflicting instructions from Buyer Broadbase and the Selling Member Representative and is refraining from taking action until it receives instructions consented to in writing by both Buyer Broadbase and the Selling Member Representative, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 5.7 hereof5.5. 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 Buyer Broadbase 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 CityWilmington, MarylandDelaware, 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 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 Buyer of a written invoice by Escrow Agentparagraph.

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 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 parties to this Agreement that it has received conflicting instructions from Buyer Parent and the Selling Member Stockholder Representative and is refraining from taking action until it receives instructions consented to in writing by both Buyer Parent and the Selling Member Stockholder Representative, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 5.7 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 Buyer Parent and the Selling Member 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 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 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 section paragraph shall be shared equally between BuyerParent, on the one hand, and the MembersCompany Stockholders, on the other hand, and shall be paid upon receipt by Buyer 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 Fund Shares, any of the Cash Escrow 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 parties to this Agreement that it has received conflicting instructions from Buyer the Purchaser and the Selling Member Representative Securityholders’ Representatives and is refraining from taking action until it receives instructions consented to in writing by both Buyer the Purchaser and the Selling Member RepresentativeSecurityholders’ Representatives, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 5.7 hereof5.6. 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 Buyer the Purchaser and the Selling Member 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 Baltimore CityHouston, Maryland, Texas 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 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 rights under this 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 Buyer of a written invoice by Escrow Agentparagraph.