Common use of Claims Resolution Procedure Clause in Contracts

Claims Resolution Procedure. The parties shall act in good faith as expeditiously as possible to resolve any and all claims for indemnification. To the extent any claims are not Finally Resolved (as defined in the Warranty Escrow Agreement) on or before February 28, 2003 (the "Claims Resolution Date"), then the claims shall be resolved in accordance with the following arbitration procedure: (a) Each of Activision, on the one hand, and the Representative, on the other hand, shall select and appoint an arbitrator within five (5) days after the Claims Resolution Date to finally settle all unresolved claims. An arbitrator shall be selected and appointed by notice from one party to the other. The two arbitrators so selected shall select a third arbitrator and give written notice to the parties hereto of such selection within ten (10) days after the Claims Resolution Date. If the two arbitrators cannot agree on a third arbitrator within such ten (10) day period, then each of them shall nominate one person to serve as the third arbitrator and the third arbitrator shall be selected from the two nominees by toss of coin. No arbitrator shall be an officer, director, employee, affiliate or relative of either Activision, Treyarch, the Representative, or the Members. (b) The arbitration shall be conducted jointly by the three arbitrators, who shall review all submissions by the parties with respect to the claim and make an award, by majority vote, within forty-five (45) days after the Claims Resolution Date, which award, when signed by each of the arbitrators, shall be final and binding on the parties. Unless otherwise determined by the arbitrators by majority vote, (i) no hearings shall be held, and the decision shall be rendered based on written submissions by the parties, and (ii) all written submissions must be made by the parties within five (5) days after the date on which the third arbitrator is appointed. Once the award is made, a claim shall be Finally Resolved for purposes of the Warranty Escrow Agreement. (c) If either party shall refuse or neglect to select and appoint an arbitrator within five (5) days after the Claims Resolution Date in accordance with Section 7.5(a), then the arbitrator so appointed by the first party, acting alone as the sole arbitrator, shall proceed to arbitrate and resolve all claims, and such arbitrator's award in writing signed by such arbitrator shall be final and binding on the parties. (d) All expenses of the arbitration shall be shared equally by Activision, on the one hand, and the Representative, on the other, provided that the arbitrator(s) shall have the right to award fees and expenses to the prevailing party in the arbitration if they deem it appropriate under the circumstances, and except that each party shall bear the costs and fees of the arbitrator appointed by such party. The parties hereto agree that they will cooperate in good faith to allow any arbitration hereunder to occur promptly and be concluded as quickly as is reasonably possible. (e) Judgment of any arbitration conducted hereunder may be entered on the arbitrators' award in any court having jurisdiction, and each party hereby consents to the jurisdiction of the California state courts sitting in Los Angeles County for this purpose.

Claims Resolution Procedure. The parties shall act in good faith as expeditiously as possible to resolve any and all claims for indemnification. To the extent any claims are not Finally Resolved (as defined in the Warranty Escrow Agreement) on or before February 28April 30, 2003 2000 (the "Claims Resolution Date"), then the claims shall be resolved in accordance with the following arbitration procedure: (a) Each of Activision, on the one hand, and the RepresentativeShareholders, on the other hand, shall select and appoint an arbitrator within five (5) days after the Claims Resolution Date to finally settle all unresolved claims. An arbitrator shall be selected and appointed by notice from one party (treating the Shareholders as a single party) to the other. The two arbitrators so selected shall select a third arbitrator and give written notice to the parties hereto of such selection within ten (10) days after the Claims Resolution Date. If the two arbitrators cannot agree on a third arbitrator within such ten (10) day period, then each of them shall nominate one person to serve as the third arbitrator and the third arbitrator shall be selected from the two nominees by toss of coin. No arbitrator shall be an officer, director, employee, affiliate or relative of either Activision, Treyarch, the Representative, or the Memberslot. (b) The arbitration shall be conducted jointly by the three arbitrators, who shall review all submissions by the parties with respect to the claim and make an award, by majority vote, within forty-five (45) days after the Claims Resolution Date, which award, when signed by each of the arbitrators, shall be final and binding on the parties. Unless otherwise determined by the arbitrators by majority vote, (i) no hearings shall be held, and the decision shall be rendered based on written submissions by the parties, and (ii) all written submissions must be made by the parties within five (5) days after the date on which the third arbitrator is appointed. Once the award is made, a claim shall be Finally Resolved for purposes of the Warranty Escrow Agreement. (c) If either party shall refuse or neglect to select and appoint an arbitrator within five (5) days after the Claims Resolution Date in accordance with Section 7.5(a), then the arbitrator so appointed by the first party, acting alone as the sole arbitrator, shall proceed to arbitrate and resolve all claims, and such arbitrator's award in writing signed by such arbitrator shall be final and binding on the parties. (d) All expenses of the arbitration shall be shared equally by Activision, on the one hand, and the RepresentativeShareholders, on the other, provided that the arbitrator(s) shall have the right to award fees and expenses to the prevailing party in the arbitration if they deem it appropriate under the circumstances, and except that each party shall bear the costs and fees of the arbitrator appointed by such party. The parties hereto agree that they will cooperate in good faith to allow any arbitration hereunder to occur promptly and be concluded as quickly as is reasonably possible. (e) Judgment of any arbitration conducted hereunder may be entered on the arbitrators' award in any court having jurisdiction, and each party hereby consents to the jurisdiction of the California state courts sitting in Los Angeles County for this purpose.

Claims Resolution Procedure. The parties shall act in good faith as expeditiously as possible to resolve any and all claims for indemnificationClaims. To the extent any claims Claims are made (by written notice to the Sellers' Representative) but not Finally Resolved (as defined in the Warranty Escrow Agreement) on or before February 28, 2003 the appropriate survival date as identified in Section 11.1 (the "Claims Resolution Date"), then such claims and any other disputes, controversies or claims, arising out of or relating to this Agreement or the breach, termination or validity thereof, whether such claims shall arise in contract, tort or otherwise ("Disputes") shall, on the demand of any party, be resolved in accordance with the following arbitration procedure: (a) Each The arbitration shall be held and the award shall be issued in New York, New York in accordance with the Commercial Arbitration Rules of Activisionthe American Arbitration Association ("AAA") then in effect (the "Rules") by three neutral and impartial arbitrators. Subject to Section 11.4(c) below, each of Buyer, on the one hand, and the RepresentativeSellers, on the other hand, shall select and appoint an arbitrator within five thirty (530) days after the Claims Resolution Date to finally settle all unresolved claims. An arbitrator receipt by respondent of a copy of the demand for arbitration, and shall be selected and appointed by promptly give the other party notice from one party to the otherof such appointment. The two arbitrators so selected shall select a third arbitrator arbitrator, who shall serve as chair of the arbitral tribunal, within fifteen days after the appointment of the second arbitrator, and shall promptly give written notice to the parties hereto and the AAA of such selection within ten (10) days after the Claims Resolution Date. If the two arbitrators cannot agree on a third arbitrator within such ten (10) day period, then each of them shall nominate one person to serve as the third arbitrator and the third arbitrator shall be selected from the two nominees by toss of coin. No arbitrator shall be an officer, director, employee, affiliate Affiliate or relative of, or have any prior business or personal relationship with either the Buyer or any Subsidiary thereof, any of either Activision, Treyarchtheir respective officers and directors, the RepresentativeCompany, its Subsidiaries or the MembersSellers. (b) The arbitration arbitrators shall be conducted jointly by the three arbitrators, who shall review all submissions by the parties with respect to the claim render an award within one hundred and make an award, by majority vote, within forty-five (45) twenty days after the Claims Resolution Dateappointment of the third arbitrator. Such time period maybe extended with the consent of the parties or by the arbitrators for good cause shown. The award shall be in writing, shall state the findings of fact and conclusions of law on which awardit is based, when and shall be signed by each of the arbitrators, . The award shall be final and binding on the parties. Unless otherwise determined by the arbitrators by majority vote, (i) no hearings shall parties and may be held, and the decision shall be rendered based on written submissions by the parties, and (ii) all written submissions must be made by the parties within five (5) days after the date on which the third arbitrator is appointedenforced in any court having jurisdiction. Once the award is made, a claim Claim shall be Finally Resolved for purposes of the Warranty Escrow Agreement. (c) If either party shall refuse or neglect to select and appoint an arbitrator within five (5) ten days after the Claims Resolution Date in accordance with Section 7.5(a11.4(a), then the second arbitrator so shall be appointed by the first partyAAA in accordance with the listing, acting alone as ranking and striking procedure in the sole Rules. Any arbitrator, shall proceed to arbitrate and resolve all claims, and such arbitrator's award in writing signed -chair appointed by such arbitrator the AAA shall be final a retired judge or a practicing attorney with no less than fifteen years of experience and binding on the partiesan experienced arbitrator. (d) All The parties shall initially bear their own costs and legal fees and the fees and expenses of the arbitration arbitrators shall be initially shared equally by ActivisionBuyer, on the one hand, and the RepresentativeSellers, on the other, provided that the arbitrator(s) shall have the right to arbitrators may, in their own discretion, award reasonable legal fees and expenses and the costs of arbitration to the prevailing party or parties in the arbitration if they deem it appropriate under the circumstances, and except that each party shall bear the costs and fees of the arbitrator appointed by such partyarbitration. The parties hereto agree that they will cooperate in good faith to allow any arbitration hereunder to occur promptly and be concluded as quickly expeditiously as is reasonably possible. (e) Judgment of any arbitration conducted hereunder may be entered on the arbitrators' award in any court having jurisdiction, and each party hereby consents to the jurisdiction of the California federal and New York state courts sitting in Los Angeles New York County for this purpose.

Claims Resolution Procedure. The parties shall act in good faith as expeditiously as possible to resolve any and all claims for indemnification. To the extent any claims are not Finally Resolved (as defined in the Warranty Escrow Agreement) on or before February 28, 2003 the Survival Date or the Tax Survival Date (the "Claims Resolution Date"), then the claims shall be resolved in accordance with the following arbitration procedure: (a) Each of Activision, on the one hand, and the RepresentativeMembers, on the other hand, shall select and appoint an arbitrator within five thirty (530) days after the Claims Resolution Date to finally settle all unresolved claims. An arbitrator shall be selected and appointed by notice from one party to the other. The two arbitrators so selected shall select a third arbitrator and give written notice to the parties hereto of such selection within ten (10) days after the Claims Resolution Date. If the two arbitrators cannot agree on a third arbitrator within such ten (10) day period, then each of them shall nominate one person to serve as the third arbitrator and the third arbitrator shall be selected from the two nominees by toss of coin. No arbitrator shall be an officer, director, employee, affiliate or relative of of, or have any prior business or personal relationship with, either Activision, Treyarchor any subsidiary thereof, the Representativeany of their respective officers and directors, Shaba or the Members. (b) The arbitration shall be conducted jointly by the three arbitrators, who shall review all submissions by the parties with respect to the claim and make an award, by majority vote, within forty-five (45) days after the Claims Resolution Date, which award, when signed by each of the arbitrators, shall be final and binding on the parties. Unless otherwise determined by the arbitrators by majority vote, (i) no hearings shall be held, and the decision shall be rendered based on written submissions by the parties, and (ii) all written submissions must be made by the parties within five fourteen (514) business days after the date on which the third arbitrator is appointed. Once the award is made, a claim shall be Finally Resolved for purposes of the Warranty Escrow Agreement. (c) If either party shall refuse or neglect to select and appoint an arbitrator within five (5) days after the Claims Resolution Date in accordance with Section 7.5(a), then the arbitrator so appointed by the first party, acting alone as the sole arbitrator, shall proceed to arbitrate and resolve all claims, and such arbitrator's award in writing signed by such arbitrator shall be final and binding on the parties. (d) All expenses of the arbitration shall be initially shared equally by Activision, on the one hand, and the RepresentativeMembers, on the other, provided that the arbitrator(s) shall have the right to award legal fees and expenses and the costs of arbitration to the prevailing party or parties in the arbitration if they deem it appropriate under the circumstances, and except that each party shall bear the costs and fees of the arbitrator appointed by such partyarbitration. The parties hereto agree that they will cooperate in good faith to allow any arbitration hereunder to occur promptly and be concluded as quickly as is reasonably possible. (e) Judgment of any arbitration conducted hereunder may be entered on the arbitrators' award in any court having jurisdiction, and each party hereby consents to the jurisdiction of the California state courts sitting in Los Angeles County for this purpose.