Common use of Attempt to Resolve Conflicts; Arbitration Clause in Contracts

Attempt to Resolve Conflicts; Arbitration. (a) In case the Shareholders' Agent shall so object in writing to any claim or claims by PhotoLoft made in any Officer's Certificate or otherwise, PhotoLoft shall have 30 days to respond in a written statement to the objection of the Shareholders' Agent. If after such 30-day period there remains a dispute as to any claims, the Shareholders' Agent and PhotoLoft shall attempt in good faith for 30 days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and PhotoLoft should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall, if a claim is being made against the Escrow Fund, be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the PhotoLoft Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either PhotoLoft or the Shareholders' Agent may, by written notice to the other, demand binding arbitration of the matter unless the Damages are at issue in pending litigation with a third party. If the Damages are at issue in pending litigation, then the arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within 15 days after such written notice is sent, PhotoLoft and the Shareholders' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Any such arbitration shall be held in the County of Los Angeles, California under the commercial rules then in effect of the American Arbitration Association. The parties hereto agree that any action to compel arbitration pursuant to this Agreement may be brought in any appropriate court in the County of Los Angeles, California and in connection with such action to compel the laws of the State of California to control. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies which may be necessary to effectuate such decision or award. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court. The prevailing party in any such arbitration shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled under this Agreement or the Escrow Agreement. (d) If a dispute is submitted for arbitration as provided in this Section 10.5, the Escrow Agent shall continue to hold Escrow Shares in the Escrow Fund having a value sufficient to cover the Damages related to such dispute (the "Contested Damages") (but only to the extent that there are Escrow Shares remaining in the Escrow Fund) until: (i) delivery of a copy of a settlement agreement executed by PhotoLoft and the Shareholders' Agent setting forth instructions to the Escrow Agent as to the release of such Escrow Sharesthat shall be made with respect to the Contested Damages; (ii) delivery of a copy of the final decision of the arbitrators setting forth instructions to the Escrow Agent as to the release of Escrow Shares that shall be made with respect to the Contested Damages; or (iii) receipt of a court order or judgment directing the Escrow Agent to act with respect to the distribution of any Escrow Shares. The Escrow Agent shall thereupon release the Escrow Shares from the Escrow Fund (to the extent Escrow Shares are then held in the Escrow Fund) in accordance with such settlement agreement, arbitrator's instructions, court order or judgment, as applicable. If any controversy arises involving any party to this Agreement (other than the Escrow Agent) concerning the subject matter of this Agreement, including Contested Damages, the Escrow Agent will not be required to resolve the controversy.

Attempt to Resolve Conflicts; Arbitration. (a) In case All claims by the ShareholdersPurchaser pursuant to Article 10.1 shall be made in writing to the Vendors' Agent. The Vendors' Agent shall so object have thirty (30) days from the receipt of any such claim to deliver to the Purchaser an objection in writing to any the claim, failing which the claim or claims by PhotoLoft made in any Officer's Certificate or otherwise, PhotoLoft shall be deemed to be accepted. The Purchaser shall have 30 thirty (30) days from the receipt of an objection from the Vendors' Agent to respond in deliver to the Vendors' Agent a written statement response to the objection objection, failing which the Purchaser's claim shall be deemed to be abandoned. On receipt of a response to the Shareholders' Agent. If after such 30-day period there remains a dispute as to any claimsobjection, the ShareholdersVendors' Agent and PhotoLoft the Purchaser shall attempt in good faith for 30 days to agree upon resolve the rights of the respective parties with respect to each of such claimsdispute. If the ShareholdersVendors' Agent and PhotoLoft should so agreethe Purchaser are able to resolve the dispute, a memorandum setting forth such agreement the terms of the resolution shall be prepared and signed by both parties and shall, if a claim is being made against the Escrow Fund, be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the PhotoLoft Stock or other property from the Escrow Fund Monies in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationIn the event that any claim by the Purchaser is not resolved within thirty (30) days following delivery of a response to an objection in accordance with subparagraph (a) hereof, either PhotoLoft or the Shareholders' Agent Purchaser may, by written delivery of a notice in writing to the other, demand binding arbitration Vendors' Agent within fifteen (15) days of the end of the said thirty (30) day period, require that the dispute be put to arbitration. In the event that Damages which are the subject matter unless of the Damages Purchaser's claim are at issue in pending litigation with a third party. If the Damages are at issue in pending litigation, then the arbitration shall not not, unless the Vendors' Agent otherwise agrees, be commenced until such amount litigation is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitratorsresolved. Within 15 fifteen (15) days after such written receipt by the Vendors' Agent of a notice is sentof requirement to arbitrate, PhotoLoft the Purchaser and the ShareholdersVendors' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third single mutually acceptable arbitrator. If they are unable to agree on a single arbitrator within such fifteen (15) day period, either one of them may apply to a judge sitting in motions court in the Ontario Superior Court of Justice at Toronto for appointment of the arbitrator. (c) Any arbitration hearing constituted pursuant to this Section 10.2 shall be held in the City of Toronto in accordance with the Arbitration Act (Ontario). The decision of the arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties. A true and correct copy of such decision shall be delivered by the parties to this Agreement, and the Escrow Agent and shall be entitled the Escrow Agent's sufficient authority to act in accordance with such decision and make or withhold payments out of disburse Escrow Monies from the Escrow Fund in accordance therewithwith the Escrow Agreement and such decision. (cd) Any such arbitration shall be held in the County of Los Angeles, California under the commercial rules then in effect of the American Arbitration Association. The parties hereto agree that any action to compel arbitration pursuant to this Agreement may be brought in any appropriate court in the County of Los Angeles, California and in connection with such action to compel the laws of the State of California to control. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies which may be necessary to effectuate such decision or award. The parties hereto hereby consent irrevocably attorn to the jurisdiction of the arbitrator and Courts of such court and waive any objection to the jurisdiction of such arbitrator and court. The prevailing party in any such arbitration shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled under this Agreement or the Escrow Agreement. (d) If a dispute is submitted for arbitration as provided in this Section 10.5, the Escrow Agent shall continue to hold Escrow Shares in the Escrow Fund having a value sufficient to cover the Damages related to such dispute (the "Contested Damages") (but only to the extent that there are Escrow Shares remaining in the Escrow Fund) until: (i) delivery of a copy of a settlement agreement executed by PhotoLoft and the Shareholders' Agent setting forth instructions to the Escrow Agent as to the release of such Escrow Sharesthat shall be made Ontario with respect to the Contested Damages; (ii) delivery of a copy any issue arising pursuant to constitution or conduct of the final decision of the arbitrators setting forth instructions to the Escrow Agent as to the release of Escrow Shares arbitration contemplated by this Section 10.2 and agree that shall be made all proceedings with respect to constitution or conduct of the Contested Damages; arbitration contemplated by this Section 10.2 or (iii) receipt of a court order or judgment directing the Escrow Agent to act with respect to the distribution enforcement of any Escrow Shares. The Escrow Agent arbitration award shall thereupon release be brought before the Escrow Shares from the Escrow Fund (to the extent Escrow Shares are then held in the Escrow Fund) in accordance with such settlement agreementOntario Superior Court of Justice at Xxxxxxx, arbitrator's instructions, court order or judgment, as applicable. If any controversy arises involving any party to this Agreement (other than the Escrow Agent) concerning the subject matter of this Agreement, including Contested Damages, the Escrow Agent will not be required to resolve the controversyXxxxxxx.

Attempt to Resolve Conflicts; Arbitration. (a) In case If the Shareholders' Agent shall so object in writing to any claim or claims by PhotoLoft the Purchaser made in any Officer's Claim Certificate or otherwise, PhotoLoft the Purchaser shall have 30 thirty (30) days to respond in a written statement to the objection of the Shareholders' Agent. If after delivery of such 30-day period written statement to the Shareholders' Agent there remains a dispute as to any claims, the Shareholders' Agent and PhotoLoft the Purchaser shall attempt in good faith for 30 thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and PhotoLoft the Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall, if a claim is being made against the Escrow Fund, be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the PhotoLoft Stock or other property from the Escrow Fund Property in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either PhotoLoft the Purchaser or the Shareholders' Agent may, by written notice to the other, demand binding arbitration of the matter unless the Damages are at issue in pending litigation with a third party. If the Damages are at issue in pending litigation, then the arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in . In either such event the matter shall be settled by arbitration conducted by three arbitrators. Within 15 fifteen (15) days after such written notice is sent, PhotoLoft the Purchaser and the Shareholders' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any claim in such Officer's Claim Certificate shall be binding and conclusive upon the parties to this Agreementparties, and the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of withdraw Escrow Property from the Escrow Fund in accordance therewith. (c) Any such arbitration shall be held in the County City of Los Angeles, California under Ottawa in accordance with the commercial rules then in effect of the American Arbitration AssociationAct (Ontario). The parties hereto agree that any action to compel arbitration pursuant to this Agreement may be brought in any appropriate court in the County City of Los Angeles, California Ottawa and in connection with such action to compel the laws of the State Province of California Ontario to control. Application may also be made to such court for confirmation of any decision or award of the arbitratorarbitrators, for an order of the enforcement and for any other remedies which that may be necessary to effectuate such decision or award. The parties hereto hereby consent to the jurisdiction of the arbitrator such arbitrators and of such court and waive any objection to the jurisdiction of such arbitrator arbitrators and such court. The prevailing party in any such arbitration shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled under this Agreement or the Escrow Agreement. (d) If a dispute is submitted for arbitration as provided in pursuant to this Section 10.511.5, then notwithstanding the termination of the Escrow Period, the Escrow Agent shall continue to hold Escrow Shares in the Escrow Fund Property having a value sufficient to cover the Damages related to such dispute (the "Contested DamagesCONTESTED DAMAGES") (but only to the extent that there are Escrow Shares remaining in the Escrow Fund) until: : (i) delivery of a copy of a settlement agreement executed by PhotoLoft the Purchaser and the Shareholders' Agent setting forth instructions to the Escrow Agent as to the release of such Escrow Sharesthat Property that shall be made with respect to the Contested Damages; ; (ii) delivery of a copy of the final decision of the arbitrators setting forth instructions to the Escrow Agent as to the release of Escrow Shares Property that shall be made with respect to the Contested Damages; or or (iii) receipt of a court order or judgment directing the Escrow Agent to act with respect to the distribution of any the Escrow SharesProperty. The Escrow Agent shall thereupon release the Escrow Shares from the Escrow Fund (to the extent Escrow Shares are then held in the Escrow Fund) Property in accordance with such settlement agreement, arbitrator's instructions, court order or judgment, as applicable. If any controversy arises involving any party to this Agreement (other than the Escrow Agent) concerning the subject matter of this Agreement, including Contested Damages, the Escrow Agent will not be required to resolve the controversy.

Attempt to Resolve Conflicts; Arbitration. (a) In case the Shareholders' Agent shall so object in writing to any claim or claims by PhotoLoft Buyer made in any Officer's Certificate or otherwise, PhotoLoft Buyer shall have 30 thirty (30) days to respond in a written statement to the objection of the Shareholders' Agent. If after such 30-day thirty (30)-day period there remains a dispute as to any claims, the Shareholders' Agent and PhotoLoft Buyer shall attempt in good faith for 30 thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and PhotoLoft Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall, if a claim is being made against the Escrow Fund, be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the PhotoLoft New Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either PhotoLoft Buyer or the Shareholders' Agent may, by written notice to the other, demand binding arbitration of the matter unless the Damages are at issue in pending litigation with a third party. If the Damages are at issue in pending litigation, then the arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within 15 fifteen (15) days after such written notice is sent, PhotoLoft Buyer and the Shareholders' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (c) Any such arbitration shall be held in the County of Los AngelesOrange, California under the commercial rules then in effect of the American Arbitration Association. The parties hereto agree that any action to compel arbitration pursuant to this Agreement may be brought in any appropriate court in the County of Los Angeles, California and in connection with such action to compel the laws of the State of California to control. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies which may be necessary to effectuate such decision or award. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court. The prevailing party in any such arbitration shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled under this Agreement or the Escrow Agreement. (d) If a dispute is submitted for arbitration as provided in this Section 10.5, the Escrow Agent shall continue to hold Escrow Shares in the Escrow Fund having a value sufficient to cover the Damages related to such dispute (the "Contested Damages") (but only to the extent that there are Escrow Shares remaining in the Escrow Fund) until: (i) delivery of a copy of a settlement agreement executed by PhotoLoft and the Shareholders' Agent setting forth instructions to the Escrow Agent as to the release of such Escrow Sharesthat shall be made with respect to the Contested Damages; (ii) delivery of a copy of the final decision of the arbitrators setting forth instructions to the Escrow Agent as to the release of Escrow Shares that shall be made with respect to the Contested Damages; or (iii) receipt of a court order or judgment directing the Escrow Agent to act with respect to the distribution of any Escrow Shares. The Escrow Agent shall thereupon release the Escrow Shares from the Escrow Fund (to the extent Escrow Shares are then held in the Escrow Fund) in accordance with such settlement agreement, arbitrator's instructions, court order or judgment, as applicable. If any controversy arises involving any party to this Agreement (other than the Escrow Agent) concerning the subject matter of this Agreement, including Contested Damages, the Escrow Agent will not be required to resolve the controversy.be