Common use of ARBITRATION; LITIGATION Clause in Contracts

ARBITRATION; LITIGATION. (a) In the event that a Dispute has not been resolved within thirty (30) days of the receipt of a Negotiation Request in accordance with Section 7.2, or within ninety (90) days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree in writing, then unless the amount in dispute, inclusive of all claims and counterclaims, totals $100,000,000 million or more or the Dispute involves primarily non-monetary relief (in which case such Dispute shall be addressed in accordance with Section 7.3(d)) such Dispute shall, upon the written request of a Party (the “Arbitration Request”) be submitted to be finally resolved by binding arbitration in accordance with the then current CPR arbitration procedure (the “Arbitration Procedure”), except as modified herein. The arbitration shall be held in (i) Philadelphia, Pennsylvania or (ii) such other place as the Parties may mutually agree in writing. Unless otherwise agreed by the Parties in writing, any Dispute to be decided pursuant to this Section 7.3 will be decided (x) before a sole arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $10,000,000 million; or (y) by a panel of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals more than $10,000,000 million but less than $100,000,000 million. (b) The panel of three (3) arbitrators shall be chosen as follows: (i) within fifteen (15) days from the date of the receipt of the Arbitration Request, each Party shall name an arbitrator; and (ii) the two (2) Party-appointed arbitrators shall thereafter, within thirty (30) days from the date on which the second (2nd) of the two (2) arbitrators was named, name a third (3rd), independent arbitrator who shall act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within fifteen (15) days from the date of receipt of the Arbitration Request, then upon written application by either Party, that arbitrator shall be appointed pursuant to the Arbitration Procedure. In the event that the two (2) Party-appointed arbitrators fail to appoint the third (3rd), then the third (3rd) independent arbitrator shall be appointed pursuant to the Arbitration Procedure. If the arbitration shall be before a sole independent arbitrator, then the sole independent arbitrator shall be appointed by agreement of the Parties within fifteen (15) days of the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator during such fifteen (15)-day period, then upon written application by either party, the sole independent arbitrator shall be appointed pursuant to the Arbitration Procedure. (c) The arbitrator(s) shall have the right to award, on an interim basis, or include in the final award, any relief that it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrator(s) shall not award any relief not specifically requested by the Parties and, in any event, shall not award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim). Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 7.4, the arbitrator(s) may affirm or disaffirm that relief, and the Parties shall seek modification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The initiation of arbitration pursuant to this Article VII shall toll the applicable statute of limitations for the duration of any such proceedings. Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (d) If the amount in dispute, inclusive of all claims and counterclaims, totals $100,000,000 million or more or if the Dispute involves primarily non-monetary relief, then such Dispute shall not be submitted to arbitration. Any litigation commenced in accordance with this Section 7.3 shall be subject to Section 10.2(b).

ARBITRATION; LITIGATION. (a) In the event that a Dispute has not been resolved within thirty (30) days of the receipt of a Negotiation Request in accordance with Section 7.2, or within ninety (90) days after receipt by a Party of a Mediation Request (whichever occurs sooner)an Initial Notice provided in Section 8.01, or within such longer period of good faith negotiation as the Parties may agree to in writing, then then, unless the amount in dispute, inclusive of all claims and counterclaims, totals $100,000,000 million or more or the Dispute involves primarily non-monetary relief (in which case such Dispute shall be addressed in accordance with Section 7.3(d8.02(e)) ), such Dispute shall, upon the written request of a Party (the an “Arbitration Request”) be submitted to be finally resolved by binding arbitration in accordance with pursuant to the then current CPR arbitration procedure Arbitration Commercial Arbitration Rules of the American Arbitration Association (the “Arbitration ProcedureRules”), except as modified herein. The arbitration shall be held in (i) PhiladelphiaXxxxxxxxxx County, Pennsylvania or (ii) such other place as the Parties may mutually agree in writingTennessee. Unless otherwise agreed by the Parties in writing, any Dispute to be decided by binding arbitration pursuant to this Section 7.3 8.02 will be decided (xi) before a sole independent arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $10,000,000 million25 million or less; or (yii) by a panel of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals more than $10,000,000 million but less than $100,000,000 25 million. (b) The panel of three (3) arbitrators shall will be chosen as follows: (i) within fifteen (15) days from the date of the receipt of the Arbitration Request, each Party shall will name an arbitrator; and (ii) the two (2) Party-appointed arbitrators shall will thereafter, within thirty (30) days from the date on which the second (2nd) of the two (2) arbitrators was named, name a third (3rd)third, independent arbitrator who shall will act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within fifteen (15) days from the date of receipt of the Arbitration Request, then upon written application by either Party, that arbitrator shall be appointed pursuant to the Arbitration ProcedureRules. In the event that the two (2) Party-appointed arbitrators fail to appoint the third (3rd)third, then the third (3rd) third, independent arbitrator shall will be appointed pursuant to the Arbitration ProcedureRules. If the arbitration shall will be before a sole independent arbitrator, then the sole independent arbitrator shall will be appointed by agreement of the Parties within fifteen (15) days of the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator during such fifteen (15)-day periodarbitrator, then upon written application by either party, the sole independent arbitrator shall will be appointed pursuant to the Arbitration ProcedureRules. (c) The If the amount in dispute, inclusive of all claims and counterclaims, totals $25 million or less, then each Party shall provide the arbitrator with its respective resolution of the Dispute, including the net amount to be paid or received by such Party, together with the supporting calculations and analyses prepared with respect thereto, and the arbitrator shall select either the resolution of the Dispute as proposed by CHS or by QHC; provided, that the arbitrator may award only one or the other of the net amounts so submitted. If the amount in dispute, inclusive of all claims and counterclaims, totals more than $25 million, the arbitrator(s) shall will have the right to award, on an interim basis, or include in the final award, any monetary relief that which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that . The arbitrator(s) will decide the substance of all claims in accordance with applicable Law, including recognized principles of equity, and will honor all claims of privilege recognized by Law. In no event shall the arbitrator(s) shall not award any relief not specifically requested by the Parties and, in any event, shall not parties or award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim). Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 7.48.03, the arbitrator(s) may affirm or disaffirm that relief, and the Parties shall parties will seek modification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The Parties shall share equally the administration and arbitrator fees associated with the arbitration. (d) The initiation of arbitration pursuant to this Article VII shall VIII will toll the applicable statute of limitations for the duration of any such proceedings. Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (de) If the amount in dispute, inclusive of all claims and counterclaims, totals $100,000,000 million or more or if the Dispute involves primarily non-monetary relief, then such Dispute shall not be submitted to arbitration. Any , and either Party may commence litigation commenced in accordance the Tennessee Court of Chancery located in Xxxxxxxxxx County, Tennessee (or, if such court does not have subject matter jurisdiction thereof, any other federal or state court located in the Middle District of the State of Tennessee with this Section 7.3 shall be subject to Section 10.2(bmatter jurisdiction).

ARBITRATION; LITIGATION. (a) In the event that a Dispute has not been resolved within thirty sixty (3060) days of the receipt appointment of a Negotiation Request mediator in accordance with Section 7.27.3, or within ninety (90) days after receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then then, unless the amount in dispute, inclusive of all claims and counterclaims, totals $100,000,000 250 million or more or the Dispute involves primarily non-monetary relief (in which case such Dispute shall be addressed in accordance with Section 7.3(d7.4(e)) ), such Dispute shall, upon the written request of a Party (the an “Arbitration Request”) be submitted to be finally resolved by binding arbitration in accordance with pursuant to the then current CPR arbitration procedure Arbitration Commercial Arbitration Rules of the American Arbitration Association (the “Arbitration ProcedureRules”), except as modified herein. The arbitration shall be held in (i) Philadelphia, Pennsylvania or (ii) such other place the same location as the Parties may mutually agree in writingmediation pursuant to Section 7.3. Unless otherwise agreed by the Parties in writing, any Dispute to be decided by binding arbitration pursuant to this Section 7.3 7.4 will be decided (xi) before a sole independent arbitrator if the amount in dispute, inclusive of all claims and counterclaims, totals less than $10,000,000 million50 million or less; or (yii) by a panel of three (3) arbitrators if the amount in dispute, inclusive of all claims and counterclaims, totals more than $10,000,000 50 million but less than $100,000,000 250 million. (b) The panel of three (3) arbitrators shall will be chosen as follows: (i) within fifteen (15) days from the date of the receipt of the Arbitration Request, each Party shall will name an arbitrator; and (ii) the two (2) Party-appointed arbitrators shall will thereafter, within thirty (30) days from the date on which the second (2nd) of the two (2) arbitrators was named, name a third (3rd)third, independent arbitrator who shall will act as chairperson of the arbitral tribunal. In the event that either Party fails to name an arbitrator within fifteen (15) days from the date of receipt of the Arbitration Request, then upon written application by either Party, that arbitrator shall be appointed pursuant to the Arbitration ProcedureRules. In the event that the two (2) Party-appointed arbitrators fail to appoint the third (3rd)third, then the third (3rd) third, independent arbitrator shall will be appointed pursuant to the Arbitration ProcedureRules. If the arbitration shall will be before a sole independent arbitrator, then the sole independent arbitrator shall will be appointed by agreement of the Parties within fifteen (15) days of the date of receipt of the Arbitration Request. If the Parties cannot agree to a sole independent arbitrator during such fifteen (15)-day periodarbitrator, then upon written application by either party, the sole independent arbitrator shall will be appointed pursuant to the Arbitration ProcedureRules. (c) The If the amount in dispute, inclusive of all claims and counterclaims, totals $25 million or less, then each Party shall provide the arbitrator with its respective resolution of the Dispute, including the net amount to be paid or received by such Party, together with the supporting calculations and analyses prepared with respect thereto, and the arbitrator shall select either the resolution of the Dispute as proposed by eBay or by PayPal; provided, that the arbitrator may award only one or the other of the net amounts so submitted. If the amount in dispute, inclusive of all claims and counterclaims, totals more than $25 million but less than $250 million, the arbitrator(s) shall will have the right to award, on an interim basis, or include in the final award, any monetary relief that which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that . The arbitrator(s) will decide the substance of all claims in accordance with applicable Law, including recognized principles of equity, and will honor all claims of privilege recognized by Law. In no event shall the arbitrator(s) shall not award any relief not specifically requested by the Parties and, in any event, shall not parties or award any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim). Upon selection of the arbitrator(s) following any grant of interim relief by a special arbitrator or court pursuant to Section 7.47.5, the arbitrator(s) may affirm or disaffirm that relief, and the Parties shall parties will seek modification or rescission of the order entered by the court as necessary to accord with the decision of the arbitrator(s). The award of the arbitrator(s) shall be final and binding on the Parties, and may be enforced in any court of competent jurisdiction. The Parties shall share equally the administration and arbitrator fees associated with the arbitration. (d) The initiation of mediation or arbitration pursuant to this Article VII shall will toll the applicable statute of limitations for the duration of any such proceedings. Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (de) If the amount in dispute, inclusive of all claims and counterclaims, totals $100,000,000 250 million or more or if the Dispute involves primarily non-monetary relief, then such Dispute shall not be submitted to arbitration. Any , and either Party may commence litigation commenced in accordance the Delaware Court of Chancery (or, if such court does not have subject matter jurisdiction thereof, any other federal or state court located in the State of Delaware with this Section 7.3 shall be subject to Section 10.2(bmatter jurisdiction).