Common use of CONSULTATION AND ARBITRATION Clause in Contracts

CONSULTATION AND ARBITRATION. (a) ZPDC, ZPRA and the Contractor shall periodically meet to discuss the conduct of the operations envisaged under this Agreement and shall make every effort to settle amicably any problem arising therefrom. (b) If any dispute or difference in relation to or in connection with or arising out of any of the terms and conditions of this Agreement should arise, the same shall be resolved by negotiations between the parties. In the event of no agreement being reached, either party shall, except in the case of a dispute or difference as provided in sub-article 9(h), 13(b) and 13(d), have the right to have such dispute or difference settled through arbitration as provided for herein below. (c) If, after completion of the above procedure, disagreement remains between the Parties, the dispute shall be settled by arbitration in accordance with the provisions of this Article. Nevertheless, for differences of a technical nature and prior to the arbitration procedure, the Parties may resort to the opinion of a mutually agreed expert. Without prejudice to other Articles of this agreement, this expert shall notify his opinion to the Parties within thirty (30) Days following the date on which he was designated by the Parties. (d) If, particularly following completion of the procedure set forth in this Article 28(c), any disputes still exist between the Parties in connection with the application of the provisions of this Agreement or regarding the obligations resulting therefrom, such disputes shall be resolved in accordance with the International Chamber of Commerce Rules of Conciliation and Arbitration, subject to the specific provisions set out below. The arbitration procedure shall be commenced by request addressed by the applicant Party to the Secretariat of the Court of Arbitration. The starting point of proceedings shall be the date of receipt of that request by the Secretariat of the Court of Arbitration. In the context of the procedure set out in this Article 28(c), the arbitration procedure shall commence within sixty (60) Days following expiry of the thirty (30) Day period defined in Article 28(c) plus, if applicable, any additional time provided in the same paragraph. Each Party shall designate its arbitrator and notify the other Party and the Court of Arbitration of that designation within thirty (30) Days after the start of the arbitration proceedings as defined above. If the applicant Party has not designated its arbitrator within that thirty (30) Day period, it shall be deemed to have abandoned its application. If the defending Party has not designated its arbitrator within thirty (30) Days following receipt of notice in accordance with this paragraph, the other Party may directly inform the International Chamber of Commerce Rules of Conciliation and Arbitration, and request that it makes such designation within the shortest possible time. The arbitrators shall not be of the same nationality as either of the Parties. Within forty-five (45) Days after the date of designation of the last of them, the arbitrators thus designated shall select, by mutual agreement, a third arbitrator, who shall become the President of the Court of Arbitration. Failing agreement, the International Chamber of Commerce Rules of Conciliation and Arbitration shall be requested by the most diligent Party to designate this third arbitrator within the shortest possible time. The arbitrators are free to choose the procedure they intend to apply. The decision of the arbitrators is final; it is binding on the Parties and will be enforceable under the Zanzibar laws. (e) The place of arbitration shall be Zanzibar. The Language used shall be English, the applicable law shall be the laws of Zanzibar and the provisions of this Agreement shall be interpreted in accordance with that law. (f) The Parties will bear the expenses and fees of Arbitration equally. These costs are not cost recoverable. (g) The arbitration procedure shall not cause the performance of the Parties’ contractual obligations to be suspended during the progress of the arbitration.

CONSULTATION AND ARBITRATION. (a) ZPDC, ZPRA TPDC and the Contractor shall periodically meet to discuss the conduct of the operations envisaged under this Agreement and shall make every effort to settle amicably any problem arising therefrom. (b) If any dispute or difference in relation to or in connection with or arising out of any of the terms and conditions of this Agreement should arise, the same shall be resolved by negotiations between the parties. In the event of no agreement being reached, either party shall, except in the case of a dispute or difference as provided in sub-article 9(h), 13(b) and 13(d), have the right to have such dispute or difference settled through arbitration as provided for herein below. (c) If, after completion of the above procedure, disagreement remains between the Parties, the dispute shall be settled by arbitration in accordance with the provisions of this Article. Nevertheless, for differences of a technical nature and prior to the arbitration procedure, the Parties may resort to the opinion of a mutually agreed expert. Without prejudice to other Articles of this agreement, this This expert shall notify his opinion to the Parties within thirty (30) Days following the date on which he was designated by the Parties. (d) If, particularly following completion of the procedure set forth in this Article 28(c), any disputes still exist between the Parties in connection with the application of the provisions of this Agreement or regarding the obligations resulting therefrom, such disputes shall be resolved in accordance with the International Chamber of Commerce Rules of Conciliation and Arbitration, subject to the specific provisions set out below. The arbitration procedure shall be commenced by request addressed by the applicant Party to the Secretariat of the Court of Arbitration. The starting point of proceedings shall be the date of receipt of that request by the Secretariat of the Court of Arbitration. In the context of the procedure set out in this Article 28(c), the arbitration procedure shall commence within sixty (60) Days following expiry of the thirty (30) Day period defined in Article 28(c) plus, if applicable, any additional time provided in the same paragraph. Each Party shall designate its arbitrator and notify the other Party and the Court of Arbitration of that designation within thirty (30) Days after the start of the arbitration proceedings as defined above. If the applicant Party has not designated its arbitrator within that thirty (30) Day period, it shall be deemed to have abandoned its application. If the defending Party has not designated its arbitrator within thirty (30) Days following receipt of notice in accordance with this paragraph, the other Party may directly inform the International Chamber of Commerce Rules of Conciliation and Arbitration, and request that it makes such designation within the shortest possible time. The arbitrators shall not be of the same nationality as either of the Parties. Within forty-five (45) Days after the date of designation of the last of them, the arbitrators thus designated shall select, by mutual agreement, a third arbitrator, who shall become the President of the Court of Arbitration. Failing agreement, the International Chamber of Commerce Rules of Conciliation and Arbitration shall be requested by the most diligent Party to designate this third arbitrator within the shortest possible time. The arbitrators are free to choose the procedure they intend to apply. The decision of the arbitrators is final; it is binding on the Parties and will be enforceable under the Zanzibar United Republic of Tanzania laws. (e) The place of arbitration shall be ZanzibarDar es Salaam, in the United Republic of Tanzania. The Language used shall be English, the applicable law shall be the laws law of Zanzibar the United Republic of Tanzania and the provisions of this Agreement shall be interpreted in accordance with that law. (f) The Parties will bear the expenses and fees of Arbitration equally. These costs are not cost recoverable. (g) The arbitration procedure shall not cause the performance of the Parties’ contractual obligations to be suspended during the progress of the arbitration.

CONSULTATION AND ARBITRATION. (a) ZPDC, ZPRA and The parties hereto agree that they shall attempt to resolve in good faith disputes arising in connection with this Agreement. A dispute shall be referred by a party for consultation between the Contractor shall periodically meet parties by delivering written notice to discuss the conduct other party briefly stating the nature of the operations envisaged under this Agreement dispute and shall make every effort to settle amicably any problem arising therefromrequesting consultation. (b) If In the event that, upon the expiration of thirty (30) calendar days after receipt of the notice referred to in subsection (a) of this SECTION 11.11, the parties are unable to resolve the matter in dispute, and if the matter relates to any dispute or difference in relation to or in connection with or arising out alleged breach of any of representations, warranty, agreement, covenant or understanding in this Agreement, then the terms and conditions of this Agreement should arise, the same dispute shall be resolved by negotiations between the parties. In the event of no agreement being reached, either party shall, except in the case of a dispute or difference as manner provided in sub-article 9(h), 13(bsubsection (c) and 13(d), have the right to have such dispute or difference settled through arbitration as provided for herein belowof this SECTION 11.11. (c) IfAny dispute with respect to an alleged breach of any representation, after completion warranty, agreement or covenant in this Agreement, including any dispute relating to the construction or interpretation of the above procedurerights and obligations of any party, disagreement remains between the Partieswhich is not resolved through consultation as provided in subsection (a) and (b) of this SECTION 11.11, the dispute shall be settled resolved by an arbitration proceeding conducted in accordance with the provisions of this Article. Nevertheless, for differences of a technical nature and prior to the following: (i) The arbitration procedure, the Parties may resort to the opinion of a mutually agreed expert. Without prejudice to other Articles of this agreement, this expert proceeding shall notify his opinion to the Parties within thirty (30) Days following the date on which he was designated be governed by the Parties. (d) If, particularly following completion rules of the procedure set forth in this Article 28(c), any disputes still exist between the Parties in connection with the application of the provisions of this Agreement or regarding the obligations resulting therefrom, such disputes shall be resolved in accordance with the International Chamber of Commerce Rules Commerce; (ii) The arbitrators shall be qualified by education and training to pass upon the particular matter to be decided; (iii) There shall be three (3) arbitrators, one of Conciliation whom shall be selected by the party seeking to initiate arbitration, one by the other party and Arbitrationthe third by the two arbitrators so selected; (iv) The arbitration proceeding shall take place in San Francisco, subject California where the arbitration proceeding is initiated by the Selling Stockholders, and in Singapore where the arbitration proceeding is initiated by the Purchaser. (v) The parties shall endeavor to agree in advance as to the specific provisions set out belowmanner in which the arbitration panel shall promptly hear witnesses and arguments, review documents and otherwise conduct the arbitration proceedings. Both parties shall receive notice of the subject of the arbitration and the arbitration shall not be binding on the parties with respect to any matters not specified in such notice. Should the parties fail to reach an agreement as to the conduct of such proceedings, the arbitration panel shall formulate its own procedural rules and promptly commence the arbitration proceedings; (vi) The arbitration proceedings shall be conducted as expeditiously as possible with due consideration for the complexity of the dispute in question. The arbitration procedure panel shall issue its decision in writing within fifteen (15) calendar days from the hearing of final arguments by the parties; (vii) The arbitration award shall be commenced by request addressed by given in writing and shall be final and binding on the applicant Party parties with respect to the Secretariat subject matter identified in the notice called for by subsection (c)(v) of this SECTION 11.11, and not subject to any appeal and shall deal with the question of costs of arbitration; (viii) Judgment upon the award may be entered in any court having jurisdiction, or application may be made to such court for a judicial recognition of the Court award or an order of Arbitration. enforcement thereof, as the case may be; (ix) The starting point parties shall not submit a dispute subject to subsection (c) of proceedings shall this SECTION 11.11 to any United States, federal, state, local or foreign court or arbitration association except as may be the date of receipt of that request by the Secretariat of the Court of Arbitration. In the context of the procedure set out in this Article 28(c), necessary to enforce the arbitration procedure shall commence within sixty procedures of this subsection (60c) Days following expiry of this SECTION 11.11 or to enforce the thirty (30) Day period defined in Article 28(c) plus, if applicable, any additional time provided in the same paragraph. Each Party shall designate its arbitrator and notify the other Party and the Court of Arbitration of that designation within thirty (30) Days after the start award of the arbitration panel, and if court proceedings as defined above. If to stay litigation or compel arbitration under the applicant Party has not designated its arbitrator within that thirty Federal Arbitration Act (30Title 9, U.S.C.) Day period, it shall be deemed to have abandoned its application. If the defending Party has not designated its arbitrator within thirty (30) Days following receipt of notice in accordance with this paragraphor similar state or foreign legislation are necessary, the other Party may directly inform the International Chamber of Commerce Rules of Conciliation party who unsuccessfully opposes such proceedings shall pay all associated costs, expenses and Arbitration, attorneys' fees which are reasonably and request that it makes such designation within the shortest possible time. The arbitrators shall not be of the same nationality as either of the Parties. Within forty-five (45) Days after the date of designation of the last of them, the arbitrators thus designated shall select, by mutual agreement, a third arbitrator, who shall become the President of the Court of Arbitration. Failing agreement, the International Chamber of Commerce Rules of Conciliation and Arbitration shall be requested actually incurred by the most diligent Party to designate this third arbitrator within the shortest possible time. The arbitrators are free to choose the procedure they intend to apply. The decision of the arbitrators is finalother party; it is binding on the Parties and will be enforceable under the Zanzibar laws.and (ex) The place of parties shall keep confidential the arbitration shall be Zanzibar. The Language used shall be English, the applicable law shall be the laws of Zanzibar proceedings and the provisions terms of this Agreement shall any arbitration award, except as may be interpreted in accordance with that otherwise required by law. (f) The Parties will bear the expenses and fees of Arbitration equally. These costs are not cost recoverable. (g) The arbitration procedure shall not cause the performance of the Parties’ contractual obligations to be suspended during the progress of the arbitration.

CONSULTATION AND ARBITRATION. (a) ZPDC, ZPRA TPDC and the Contractor shall periodically meet to discuss the conduct of the operations envisaged under this Agreement and shall make every effort to settle amicably any problem arising therefrom. (b) If any dispute or difference in relation to or in connection with or arising out of any of the terms and conditions of this Agreement should arise, the same shall be resolved by negotiations between the parties. In the event of no agreement being reached, either party shall, except in the case of a dispute or difference as provided in sub-article 9(h8(b) (v), 13(b12(b) and 13(d12(d), have the right to have such dispute or difference settled through arbitration as provided for herein below. (c) If, after completion of the above procedure, disagreement remains between the Parties, the dispute shall be settled by arbitration in accordance with the provisions of this Article. Nevertheless, for differences of a technical nature and prior to the arbitration procedure, the Parties may resort to the opinion of a mutually agreed expert. Without prejudice to other Articles of this agreement, this This expert shall notify his opinion to the Parties within thirty (30) Days following the date on which he was designated by the Parties. (d) If, particularly following completion of the procedure set forth in this Article 28(c25(c), any disputes still exist between the Parties in connection with the application of the provisions of this Agreement or regarding the obligations resulting therefrom, such disputes shall be resolved in accordance with the International Chamber of Commerce Rules of Conciliation and Arbitration, subject to the specific provisions set out below. The arbitration procedure shall be commenced by request addressed by the applicant Party to the Secretariat of the Court of Arbitration. The starting point of proceedings shall be the date of receipt of that request by the Secretariat of the Court of Arbitration. In the context of the procedure set out in this Article 28(c25(c), the arbitration procedure shall commence within sixty (60) Days following expiry of the thirty (30) Day period defined in Article 28(c25(c) plus, if applicable, any additional time provided in the same paragraph. Each Party shall designate its arbitrator and notify the other Party and the Court of Arbitration of that designation within thirty (30) Days after the start of the arbitration proceedings as defined above. If the applicant Party has not designated its arbitrator within that thirty (30) Day period, it shall be deemed to have abandoned its application. If the defending Party has not designated its arbitrator within thirty (30) Days following receipt of notice in accordance with this paragraph, the other Party may directly inform the International Chamber of Commerce Rules Court of Conciliation and Arbitration, Arbitration and request that it makes such designation within the shortest possible time. The arbitrators shall not be of the same nationality as either of the Parties. Within forty-five (45) Days after the date of designation of the last of them, the arbitrators thus designated shall select, by mutual agreement, a third arbitrator, who shall become the President of the Court of Arbitration. Failing agreement, the International Chamber of Commerce Rules Court of Conciliation and Arbitration shall be requested by the most diligent Party to designate this third arbitrator within the shortest possible time. The arbitrators are free to choose the procedure they intend to apply. The decision of the arbitrators is final; it is binding on the Parties and will be enforceable under the Zanzibar United Republic of Tanzania laws. (e) The place of arbitration shall be ZanzibarDar es Salaam, in the United Republic of Tanzania. The Language used shall be English, the applicable law shall be the laws law of Zanzibar the United Republic of Tanzania and the provisions of this Agreement shall be interpreted in accordance with that law. (f) The Parties will bear the expenses and fees of Arbitration equally. These costs are not cost recoverable. (g) The arbitration procedure shall not cause the performance of the Parties’ contractual obligations to be suspended during the progress of the arbitration.