Common use of Applicability; Selection of Arbitrators Clause in Contracts

Applicability; Selection of Arbitrators. (a) Except as otherwise expressly provided in Sections 2.5, 4.4, 7.4 and Article 13 of this Agreement, any dispute arising out of or in connection with this Agreement, or its performance including the existence and validity of this Agreement, which cannot be resolved after discussion between the Parties as set forth herein shall be submitted to binding arbitration. (b) Prior to initiating arbitration hereunder, a Party shall provide the other Party with a written notice of the dispute, a proposed means for resolving the same, and the support for such position. Thereafter, representatives of the Parties shall meet to discuss the matter and attempt in good faith to reach a negotiated resolution of the dispute. If the Parties have not agreed upon a resolution of the dispute within ninety (90) days after the date of the original notice provided under this paragraph, or such other time period as the Parties may agree in writing to allow for discussions ("Negotiation Period"), then at any time after the end of the Negotiation Period, a ** Material has been omitted pursuant to a request to the Commission for confidential treatment and has been filed separately with the Commission. Party may provide written notice to the other declaring an impasse ("Impasse Notice") and initiating binding arbitration in accordance with the further provisions of this Article 14. (c) Arbitration will be deemed to be initiated when an Impasse Notice, properly addressed and stamped, is deposited with the United States Postal Service. The Party initiating arbitration shall nominate one (1) arbitrator at the same time it initiates arbitration. The other Party shall nominate one (1) arbitrator within ten (10) calendar days of receiving the notice of arbitration. The two arbitrators shall appoint a third, neutral arbitrator. The third, neutral arbitrator shall be competent and experienced in matters involving the energy business in the United States, with at least 15 years of electric industry experience as a practicing attorney, and shall be unaffiliated and without prior financial alliances with any Party, or either of the other arbitrators. (d) If the two arbitrators are unable to agree on a third arbitrator within thirty (30) calendar days from initiation of arbitration, then a third arbitrator shall be selected by the CPR Institute for Dispute Resolution ("CPR") with due regard given to the selection criteria above and input from the Parties and other arbitrators. Parties shall undertake to request CPR to complete selection of the third arbitrator no later than sixty (60) calendar days from initiation of arbitration. Costs charged by CPR for this service shall be borne equally by OPC and the LG&E Parties. (e) In the event CPR should fail to select the third arbitrator within sixty (60) calendar days from initiation of arbitration, then any Party may petition a court of competent jurisdiction in Georgia to select the third arbitrator. Due regard shall be given to the selection criteria above and input from the Parties and other arbitrators. (f) If prior to the conclusion of the arbitration any arbitrator becomes incapacitated or otherwise unable to serve, then a replacement arbitrator shall be appointed in the manner described above and applicable to the original arbitrator being replaced.

Applicability; Selection of Arbitrators. (a) Except as otherwise expressly provided in Sections 2.5, 4.4, 7.4 and Article 13 of this Agreement, any dispute arising out of or in connection with this Agreement, or its performance including the existence and validity of this Agreement, which cannot be resolved after discussion between the Parties as set forth herein shall be submitted to binding arbitration. (b) Prior to initiating arbitration hereunder, a Party shall provide the other Party with a written notice of the dispute, a proposed means for resolving the same, and the support for such position. Thereafter, representatives of the Parties shall meet to discuss the matter and attempt in good faith to reach a negotiated resolution of the dispute. If the Parties have not agreed upon a resolution of the dispute within ninety (90) days after the date of the original notice provided under this paragraph, or such other time period as the Parties may agree in writing to allow for discussions ("Negotiation Period"), then at any time after the end of the Negotiation Period, a ** Material has been omitted pursuant to a request to the Commission for confidential treatment and has been filed separately with the Commission. Party may provide written notice to the other declaring an impasse ("Impasse Notice") and initiating binding arbitration in accordance with the further provisions of this Article 14. (c) Arbitration will be deemed to be initiated when an Impasse Notice, properly addressed and stamped, is deposited with the United States Postal Service. The Party initiating arbitration shall nominate one (1) arbitrator at the same time it initiates arbitration. The other Party shall nominate one (1) arbitrator within ten (10) calendar days of receiving the notice of arbitration. The two arbitrators shall appoint a third, neutral arbitrator. The third, neutral arbitrator shall be competent and experienced in matters involving the energy business in the United States, with at least 15 years of electric industry experience as a practicing attorney, and shall be unaffiliated and without prior financial alliances with any Party, or either of the other arbitrators. (d) If the two arbitrators are unable to agree on a third arbitrator within thirty (30) calendar days from initiation of arbitration, then a third arbitrator shall be selected by the CPR Institute for Dispute Resolution ("CPR") with due regard given to the selection criteria above and input from the Parties and other arbitrators. Parties shall undertake to request CPR to complete selection of the third arbitrator no later than sixty (60) calendar days from initiation of arbitration. Costs charged by CPR for this service shall be borne equally by OPC and the LG&E Parties. (e) In the event CPR should fail to select the third arbitrator within sixty (60) calendar days from initiation of arbitration, then any Party may petition a court of competent jurisdiction in Georgia to select the third arbitrator. Due regard shall be given to the selection criteria above and input from the Parties and other arbitrators. ** Material has been omitted pursuant to a request to the Commission for confidential treatment and has been filed separately with the Commission. (f) If prior to the conclusion of the arbitration any arbitrator becomes incapacitated or otherwise unable to serve, then a replacement arbitrator shall be appointed in the manner described above and applicable to the original arbitrator being replaced.

Applicability; Selection of Arbitrators. (a) Except as otherwise expressly provided in Sections 2.5, 4.4, 7.4 and Article 13 of this Agreement, any dispute arising out of or in connection with this Agreement, or its performance including the existence and validity of this Agreement, which cannot be resolved after discussion between the Parties as set forth herein shall be submitted to binding arbitration. (b) Prior to initiating arbitration hereunder, a Party shall provide the other Party with a written notice of the dispute, a proposed means for resolving the same, and the support for such position. Thereafter, representatives of the Parties shall meet to discuss the matter and attempt in good faith to reach a negotiated resolution of the dispute. If the Parties have not agreed upon a resolution of the dispute within ninety (90) days after the date of the original notice provided under this paragraph, or such other time period as the Parties may agree in writing to allow for discussions ("Negotiation Period"), then at any time after the end of the Negotiation Period, a ** Material has been omitted pursuant to a request to the Commission for confidential treatment and has been filed separately with the Commission. Party may provide written notice to the other declaring an impasse ("Impasse Notice") and initiating binding arbitration in accordance with the further provisions of this Article 14. (c) Arbitration will be deemed to be initiated when an Impasse Notice, properly addressed and stamped, is deposited with the United States Postal Service. The Party initiating arbitration shall nominate one (1) arbitrator at the same time it initiates arbitration. The other Party shall nominate one (1) arbitrator within ten (10) calendar days of receiving the notice of arbitration. The two arbitrators shall appoint a third, neutral arbitrator. The third, neutral arbitrator shall be ---------- * Indicates information that has been filed separately with the Secretary of the Commission as an attachment to a request for confidentiality with respect to the omitted information. competent and experienced in matters involving the energy business in the United States, with at least 15 years of electric industry experience as a practicing attorney, and shall be unaffiliated and without prior financial alliances with any Party, or either of the other arbitrators. (d) If the two arbitrators are unable to agree on a third arbitrator within thirty (30) calendar days from initiation of arbitration, then a third arbitrator shall be selected by the CPR Institute for Dispute Resolution ("CPR") with due regard given to the selection criteria above and input from the Parties and other arbitrators. Parties shall undertake to request CPR to complete selection of the third arbitrator no later than sixty (60) calendar days from initiation of arbitration. Costs charged by CPR for this service shall be borne equally by OPC and the LG&E Parties. (e) In the event CPR should fail to select the third arbitrator within sixty (60) calendar days from initiation of arbitration, then any Party may petition a court of competent jurisdiction in Georgia to select the third arbitrator. Due regard shall be given to the selection criteria above and input from the Parties and other arbitrators. (f) If prior to the conclusion of the arbitration any arbitrator becomes incapacitated or otherwise unable to serve, then a replacement arbitrator shall be appointed in the manner described above and applicable to the original arbitrator being replaced.

Applicability; Selection of Arbitrators. (a) Except as otherwise expressly provided in Sections 2.5, 4.4, 7.4 and Article 13 of this Agreement, any dispute arising out of or in connection with this Agreement, or its performance including the existence and validity of this Agreement, which cannot be resolved after discussion between the Parties as set forth herein shall be submitted to binding arbitration. (b) Prior to initiating arbitration hereunder, a Party shall provide the other Party with a written notice of the dispute, a proposed means for resolving the same, and the support for such position. Thereafter, representatives of the Parties shall meet to discuss the matter and attempt in good faith to reach a negotiated resolution of the dispute. If the Parties have not agreed upon a resolution of the dispute within ninety (90) days after the date of the original notice provided under this paragraph, or such other time period as the Parties may agree in writing to allow for discussions ("Negotiation Period"), then at any time after the end of the Negotiation Period, a ** Material has been omitted pursuant to a request to the Commission for confidential treatment and has been filed separately with the Commission. Party may provide written notice to the other declaring an impasse ("Impasse Notice") and initiating binding arbitration in accordance with the further provisions of this Article 14. (c) Arbitration will be deemed to be initiated when an Impasse Notice, properly addressed and stamped, is deposited with the United States Postal Service. The Party initiating arbitration shall nominate one (1) arbitrator at the same time it initiates arbitration. The other Party shall nominate one (1) arbitrator within ten (10) calendar days of receiving the notice of arbitration. The two arbitrators shall appoint a third, neutral arbitrator. The third, neutral arbitrator shall be competent and experienced in matters involving the energy business in the United States, with at least 15 years of electric industry experience as a practicing attorney, and shall be unaffiliated and without prior financial alliances with any Party, or either of the other arbitrators. (d) If the two arbitrators are unable to agree on a third arbitrator within thirty (30) calendar days from initiation of arbitration, then a third arbitrator shall be selected by the CPR Institute for Dispute Resolution ("CPR") with due regard given to the selection criteria above and input from the Parties and other arbitrators. Parties shall undertake to request CPR to complete selection of the third arbitrator no later than sixty (60) calendar days from initiation of arbitration. Costs charged by CPR for this service shall be borne equally by OPC and the LG&E Parties. (e) In the event CPR should fail to select the third arbitrator within sixty (60) calendar days from initiation of arbitration, then any Party may petition a court of competent jurisdiction in ------------------------------------ * Indicates information that has been filed separately with the Secretary of the Commission as an attachment to a request for confidentiality with respect to the omitted information. Georgia to select the third arbitrator. Due regard shall be given to the selection criteria above and input from the Parties and other arbitrators. (f) If prior to the conclusion of the arbitration any arbitrator becomes incapacitated or otherwise unable to serve, then a replacement arbitrator shall be appointed in the manner described above and applicable to the original arbitrator being replaced.