Common use of Arbitration of ACN Maximum Amount Clause in Contracts

Arbitration of ACN Maximum Amount. (a) Cognizant, D&B and ACNielsen expressly agree that any dispute or disagreement concerning the ACN Maximum Amount shall be submitted to binding arbitration and agree that disputes concerning the ACN Maximum Amount shall be resolved by an internationally recognized investment banking firm, as arbitrator, pursuant to the procedures and instructions set forth below. Such arbitrator shall be chosen by ACNielsen, Cognizant and D&B, unless the parties cannot agree within two business days of the determination of the Cognizant/D&B Payment, in which case the arbitrator shall be selected through a random drawing, conducted jointly by the parties, in which each party selects and enters the name of one of the firms listed on Schedule B hereto and the firm whose name is picked in such drawing shall be the arbitrator, provided, however, that if the firm picked is a "Disqualified Firm", the process shall be repeated until the firm picked is not a Disqualified Firm. A "Disqualified Firm" shall be any firm which could reasonably be expected to be partial to one or more parties hereto within the meaning of Section 10(b) of the Federal Arbitration Act. Any firm picked by such drawing shall, within two business days, disclose to each of the parties hereto any and all potential conflicts of interest with respect to any of the parties. The parties shall have two business days from receiving such disclosure to dispute such firm's impartiality. The parties agree that failure to dispute any such firm's impartiality within such period shall constitute a waiver of any right to challenge such firm's impartiality based on facts known or disclosed at such time. Any dispute concerning whether or not a firm is a Disqualified Firm shall be resolved by a single arbitrator, who shall be a lawyer, selected by the parties or, if the parties are unable to agree on an arbitrator within two business days, then one shall be selected by the American Arbitration Association in accordance with its most expeditious procedures. The arbitrator selected to resolve any dispute concerning the impartiality of a proposed investment banking firm shall be instructed to resolve such dispute within ten business days pursuant to the dispute resolution procedures set forth in Section 6.2 of the Distribution Agreement. The place of any such arbitration shall be in New York City, New York.

Arbitration of ACN Maximum Amount. (a) Cognizant, D&B and ACNielsen expressly agree that any dispute or disagreement concerning the ACN Maximum Amount shall be submitted to binding arbitration and agree that disputes concerning the ACN Maximum Amount shall be resolved by an internationally recognized investment banking firm, as arbitrator, pursuant to the procedures and instructions set forth below. Such arbitrator shall be chosen by ACNielsen, Cognizant and D&B, unless the parties cannot agree within two business days of the determination of the Cognizant/D&B Payment, in which case the arbitrator shall be selected through a random drawing, conducted jointly by the parties, in which each party selects and enters the name of one of the firms listed on Schedule B hereto and the firm whose name is 11 11 picked in such drawing shall be the arbitrator, provided, however, that if the firm picked is a "Disqualified Firm", the process shall be repeated until the firm picked is not a Disqualified Firm. A "Disqualified Firm" shall be any firm which could reasonably be expected to be partial to one or more parties hereto within the meaning of Section 10(b) of the Federal Arbitration Act. Any firm picked by such drawing shall, within two business days, disclose to each of the parties hereto any and all potential conflicts of interest with respect to any of the parties. The parties shall have two business days from receiving such disclosure to dispute such firm's impartiality. The parties agree that failure to dispute any such firm's impartiality within such period shall constitute a waiver of any right to challenge such firm's impartiality based on facts known or disclosed at such time. Any dispute concerning whether or not a firm is a Disqualified Firm shall be resolved by a single arbitrator, who shall be a lawyer, selected by the parties or, if the parties are unable to agree on an arbitrator within two business days, then one shall be selected by the American Arbitration Association in accordance with its most expeditious procedures. The arbitrator selected to resolve any dispute concerning the impartiality of a proposed investment banking firm shall be instructed to resolve such dispute within ten business days pursuant to the dispute resolution procedures set forth in Section 6.2 of the Distribution Agreement. The place of any such arbitration shall be in New York City, New York.