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, 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 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 5.6. 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 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. 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 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, any of the Cash 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 the Purchaser Broadbase and the Securityholders’ Representatives Representative and is refraining from taking action until it receives instructions consented to in writing by both the Purchaser Broadbase and the Securityholders’ RepresentativesRepresentative, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 5.65.5. 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 the Purchaser Broadbase and the Securityholders’ Representatives 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 HoustonWilmington, Texas 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 the Purchaser and the Securityholders 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.

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, any of the Cash 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 the Purchaser Parent and the Securityholders’ Representatives Stockholder Representative and is refraining from taking action until it receives instructions consented to in writing by both the Purchaser Parent and the Securityholders’ RepresentativesStockholder Representative, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 5.65.7 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 the Purchaser Parent and the Securityholders’ Representatives 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 HoustonBaltimore City, Texas 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 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 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, any of the Cash 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 Parties to this Agreement that it has received conflicting instructions from the Purchaser Buyer and the Securityholders’ Representatives Selling Member Representative and is refraining from taking action until it receives instructions consented to in writing by both the Purchaser Buyer and the Securityholders’ RepresentativesSelling Member Representative, or (b) resign so that a successor escrow agent can be appointed pursuant to Section 5.65.7 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 the Purchaser Buyer and the Securityholders’ Representatives 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 HoustonBaltimore City, Texas 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 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 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.