Common use of Demand for Arbitration Clause in Contracts

Demand for Arbitration. Any Dispute that has not been resolved within 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to the then current Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute (an “Arbitration Demand Notice”). In the event that any party shall deliver an Arbitration Demand Notice to the other party, such other party may itself deliver an Arbitration Demand Notice to such first party. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.2, precludes a demand for arbitration under this Section 5.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators in their sole discretion determine that it is impracticable or otherwise inadvisable to do so.

Demand for Arbitration. Any Dispute that has not been resolved within 45 days after in accordance with Section 5.1 and Section 5.2, and as to which an Arbitration Notice is provided in accordance with the delivery of an Escalation Notice immediately following sentence, shall be resolved by final and binding arbitration pursuant to the then current Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), except as modified by the provisions of this Article V. At any time 45 after 30 days after from the delivery of an Escalation Notice, any party involved in the related Dispute (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute (an “Arbitration Demand Notice”). In the event that any party involved in a Dispute shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related Dispute without the requirement of delivering an Escalation Notice. No party involved in a Dispute may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.2, precludes is a prerequisite to a demand for arbitration under this Section 5.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators in their sole discretion determine that it is impracticable or otherwise inadvisable to do so.

Demand for Arbitration. Any Dispute that has not been resolved within 45 (a) At any time following 75 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to the then current Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), except as modified by the provisions of this Article V. At any time 45 days after the delivery date of an Escalation Notice, any party involved in the related Dispute dispute, controversy, or claim (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute dispute, controversy, or claim (an “Arbitration Demand Notice”). In Delivery of an Escalation Notice by a party shall be a prerequisite to delivery of an Arbitration Demand Notice by either party; provided, however, that in the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy, or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any prior discussions or negotiations, the course of conduct during the such prior discussions or negotiations negotiations, or the failure to agree on a mutually acceptable time, agenda, location location, or procedures for the meeting, in each case, as contemplated by a meeting is a prerequisite to an Arbitration Demand Notice under Section 5.2, precludes a demand for arbitration under this Section 5.36.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute dispute, controversy, or claim that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes disputes, controversies, and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators in their sole discretion determine that it is impracticable or otherwise inadvisable to do so. (b) Except as may be expressly provided in any Separation Agreement, any Arbitration Demand Notice may be given until the date that is two years after the later of the occurrence of the act or event giving rise to the underlying dispute, controversy, or claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the dispute, controversy, or claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the “Applicable Deadline”). Any discussions, negotiations, or mediations between the parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each of the parties agrees on behalf of itself and each member of its Group that if an Arbitration Demand Notice with respect to a dispute, controversy, or claim is not given prior to the expiration of the Applicable Deadline, as between or among the parties and the members of their Groups, such dispute, controversy, or claim will be barred. Subject to Section 6.7(a) and Section 6.9, upon delivery of an Arbitration Demand Notice pursuant to Section 6.3(a) prior to the Applicable Deadline, the dispute, controversy, or claim, and all substantive and procedural issues related thereto, shall be decided by a three member panel of arbitrators in accordance with this Article VI.

Demand for Arbitration. Any Dispute that has not been resolved within (a) At any time after the first to occur of (i) the date of the meeting actually held pursuant to the applicable Escalation Notice or (ii) 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to (as applicable, the then current Commercial "Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”Demand Date"), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such that party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute that dispute, controversy or claim (an “a "Arbitration Demand Notice”"). In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such that other party may itself deliver an Arbitration Demand Notice to such the first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline (as defined below) has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.27.2, precludes is a prerequisite to a demand for arbitration under this Section 5.37.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute dispute, controversy or claim that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes disputes, controversies and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators arbitrator in their his or her sole discretion determine determines that it is impracticable or otherwise inadvisable to do so. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until one year and 45 days after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the "Applicable Deadline"). Any discussions, negotiations or mediations between the parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each of the parties agrees on behalf of itself and each member of its Group that if an Arbitration Demand Notice with respect to a dispute, controversy or claim is not given prior to the expiration of the Applicable Deadline, as between or among the parties and the members of their Groups, such dispute, controversy or claim will be barred. Subject to Section 7.7(d), upon delivery of an Arbitration Demand Notice pursuant to Section 7.3(a) prior to the Applicable Deadline, the dispute, controversy or claim shall be decided by a sole arbitrator in accordance with the rules set forth in this Article VI.

Demand for Arbitration. Any Dispute that has not been resolved within 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to the then current Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), except as modified by the provisions of this Article V. At any time 45 days after before the delivery of an Escalation NoticeApplicable Deadline (as defined below), any party involved in the related Dispute dispute, controversy or claim may make a written demand (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute (an “"Arbitration Demand Notice”). In ") that the event that any party shall deliver an dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the other partyparties to the dispute, such other party controversy or claim in the manner set forth in Section 12.5. Except as may itself deliver an be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice must be asserted within one year after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such first party. No act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may assert that in a particular case be specifically extended by the failure to resolve any matter during any discussions or negotiationsparties in writing, the course of conduct during the discussions or "Applicable Deadline"). Any discussions, 67 negotiations or mediations between the failure parties pursuant to agree this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each of the parties agrees on a mutually acceptable time, agenda, location or procedures for the meeting, in behalf of itself and each case, as contemplated by Section 5.2, precludes a demand for arbitration under this Section 5.3. In the event member of its Group that any party delivers if an Arbitration Demand Notice with respect to any Dispute that a dispute, controversy or claim is not given prior to the subject expiration of any then pending arbitration proceeding the Applicable Deadline, as between or among the parties and the members of a previously delivered Arbitration Demand Noticetheir Groups, all such Disputes shall dispute, controversy or claim will be resolved in the arbitration proceeding for which barred. Subject to Sections 11.11(c) and 11.12, upon delivery of an Arbitration Demand Notice was first delivered unless prior to the arbitrators Applicable Deadline, the dispute, controversy or claim shall be decided by an Arbitration Panel in their sole discretion determine that it is impracticable or otherwise inadvisable to do soaccordance with the rules set forth in this Article XI.

Demand for Arbitration. Any Dispute that has not been resolved within 45 (a) At any time after the first to occur of (1) forty-five (45) days after the date of the meeting actually held pursuant to the applicable Escalation Notice or (2) ninety (90) days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to (as applicable, the then current Commercial "Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”Demand Date"), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim may make a written demand (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute (an “"Arbitration Demand Notice”)") that the dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the parties to the dispute, controversy or claim in the manner set forth in Section 10.05. In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy or claim without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, negotiations or the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.27.02, precludes is a prerequisite to a demand for arbitration under this Section 5.37.03. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute dispute, controversy or claim that is the subject of any then then-pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes disputes, controversies and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators arbitrator in their his or her sole discretion determine determines that it is impracticable or otherwise inadvisable to do so. (b) The parties agree that the giving of an Escalation Notice or an Arbitration Demand Notice followed by good faith discussions, negotiations, mediations or arbitration between the parties pursuant to this Agreement or the Other Agreements will toll the applicable statute of limitations during the time period consumed in compliance with this Article VII with respect to such claims. Subject to Sections 7.07(d) and 7.08, upon delivery of an Arbitration Demand Notice pursuant to Section 7.03(a), the dispute, controversy or claim shall be decided by a sole arbitrator in accordance with the rules set forth in this Article VII.

Demand for Arbitration. Any Dispute that has not been resolved within 45 (a) At any time following 60 days after the delivery date of an Escalation Notice shall be resolved by final and binding arbitration pursuant to the then current Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAADemand Date”), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute dispute, controversy or claim (an “Arbitration Demand Notice”). In Delivery of an Escalation Notice by a party shall be a prerequisite to delivery of an Arbitration Demand Notice by either party, provided, however, that in the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any prior discussions or negotiations, the course of conduct during the such prior discussions or negotiations negotiations, or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by a meeting is a prerequisite to an Arbitration Demand Notice under Section 5.2, precludes a demand for arbitration under this Section 5.37.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute dispute, controversy or claim that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes disputes, controversies and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators in their sole discretion determine that it is impracticable or otherwise inadvisable to do so. (b) Except as may be expressly provided in any Ancillary Agreement or Prior Transfer Agreement, any Arbitration Demand Notice may be given until the date that is two years after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the “Applicable Deadline”). Any discussions, negotiations or mediations between the parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each of the parties agrees on behalf of itself and each member of its Group that if an Arbitration Demand Notice with respect to a dispute, controversy or claim is not given prior to the expiration of the Applicable Deadline, as between or among the parties and the members of their Groups, such dispute, controversy or claim will be barred. Subject to Section 7.7(b) and Section 7.9, upon delivery of an Arbitration Demand Notice pursuant to Section 7.3(a) prior to the Applicable Deadline, the dispute, controversy or claim, and all substantive and procedural issues related thereto, shall be decided by a three member panel of arbitrators in accordance with this Article VII.

Demand for Arbitration. Any Dispute that has not been resolved within (a) At any time after the first to occur of (i) the date of the meeting actually held pursuant to the applicable Escalation Notice or (ii) 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to (as applicable, the then current Commercial "Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”Demand Date"), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute (an “the "Arbitration Demand Notice”"). In the event that If any party shall deliver delivers an Arbitration Demand Notice to the other party, such the other party may itself deliver an Arbitration Demand Notice to such the first partyparty with respect to any related Dispute with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations negotiations, or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.28.2, precludes is a prerequisite to a demand for arbitration under this Section 5.38.3. In the event that If any party delivers an Arbitration Demand Notice with respect to any Dispute that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes disputes, controversies and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators arbitrator in their his or her sole discretion determine determines that it is impracticable or otherwise inadvisable to do so. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until the second anniversary after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the "Applicable Deadline"). Any discussions, negotiations or mediations between the parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each party agrees on behalf of itself and each member of its Group that if an Arbitration Demand Notice with respect to a claim by a party is not given prior to the expiration of the Applicable Deadline, as between or among the parties and the members of their Groups, such claim by that party will be barred. Subject to Section 8.7(d), upon delivery of an Arbitration Demand Notice pursuant to Section 8.3(a) prior to the Applicable Deadline, any and/or all Disputes shall be decided by a sole arbitrator in accordance with the rules set forth in this Article VIII.

Demand for Arbitration. Any Dispute that has not been resolved within 45 (i) At any time following 60 days after the delivery date of an Escalation Notice shall be resolved by final and binding arbitration pursuant to the then current Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAADemand Date”), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party Party involved in the related Dispute dispute, controversy or claim (regardless of whether such party Party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute dispute, controversy or claim (an “Arbitration Demand Notice”). In Delivery of an Escalation Notice by a Party shall be a prerequisite to delivery of an Arbitration Demand Notice by either Party, provided, however, that in the event that any party Party shall deliver an Arbitration Demand Notice to the other partyanother Party, such other party Party may itself deliver an Arbitration Demand Notice to such first partyParty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party Party may assert that the failure to resolve any matter during any prior discussions or negotiations, the course of conduct during the such prior discussions or negotiations negotiations, or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.2, precludes a demand for arbitration meeting is a prerequisite to an Arbitration Demand Notice under this Section 5.37.11(c). In the event that any party Party delivers an Arbitration Demand Notice with respect to any Dispute dispute, controversy or claim that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes disputes, controversies and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators in their sole discretion determine that it is impracticable or otherwise inadvisable to do so. (ii) Any Arbitration Demand Notice may be given until the date that is two years after the later the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the Party asserting the claim (as applicable and as it may in a particular case be specifically extended by the Parties in writing, the “Applicable Deadline”). Any discussions, negotiations or mediations between the Parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the Parties. Each of the Parties agrees that if an Arbitration Demand Notice with respect to a dispute, controversy or claim is not given prior to the expiration of the Applicable Deadline, as between or among the Parties, such dispute, controversy or claim will be barred. Subject to Section 7.11(g)(ii) and Section 7.9, upon delivery of an Arbitration Demand Notice pursuant to Section 7.11(c)(i) prior to the Applicable Deadline, the dispute, controversy or claim, and all substantive and procedural issues related thereto, shall be decided by the sole arbitrator in accordance with this Section 7.11.

Demand for Arbitration. Any Dispute that has not been resolved within (a) At any time after the first to occur of (i) the date of the meeting actually held pursuant to the applicable Escalation Notice or (ii) 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to (as applicable, the then current Commercial "Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”Demand Date"), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute dispute, controversy or claim (an “a "Arbitration Demand Notice”"). In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.26.2, precludes is a prerequisite to a demand for arbitration under this Section 5.36.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute dispute, controversy or claim that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes disputes, controversies and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators arbitrator in their his or her sole discretion determine determines that it is impracticable or otherwise inadvisable to do so. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until one year after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the "Applicable Deadline"). Any discussions, negotiations or mediations between the parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each of the parties agrees on behalf of itself and each member of its Group that if an Arbitration Demand Notice with respect to a dispute, controversy or claim is not given prior to the expiration of the Applicable Deadline, as between or among the parties and the members of their Groups, such dispute, controversy or claim will be barred. Subject to Sections 6.7(d) and 6.8, upon delivery of an Arbitration Demand Notice pursuant to Section 6.3(a) prior to the Applicable Deadline, the dispute, controversy or claim shall be decided by a sole arbitrator in accordance with the rules set forth in this Article VI.

Demand for Arbitration. (a) Any Dispute that has not been resolved within 45 days after in accordance with Section 5.1 and Section 5.2, and as to which an Arbitration Notice is provided in accordance with the delivery of an Escalation Notice immediately following sentence, shall be resolved by final and binding arbitration pursuant to the then current Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), except as modified by the provisions of this Article V. At any time 45 after 30 days after from the delivery of an Escalation Notice, any party involved in the related Dispute (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute (an “Arbitration Demand Notice”). In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related Dispute with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.2, precludes is a prerequisite to a demand for arbitration under this Section 5.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators in their sole discretion determine that it is impracticable or otherwise inadvisable to do so. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until one year after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the “Applicable Deadline”). In the case of a Third Party Claim, the Applicable Deadline shall be one year after the date on which the CHK Group or the SSE Group, as the case may be, receives notice or otherwise learns of the assertion of the claim against it. Any discussions, negotiations or mediations between the Parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the Parties. Each of the Parties agrees on behalf of itself and each member of its Group that if an Arbitration Demand Notice with respect to a Dispute is not given prior to the expiration of the Applicable Deadline, as between or among the Parties and the members of their Groups, such Dispute will be barred, and any right to bring any Action with respect to, or otherwise to pursue, any such barred Dispute is hereby irrevocably waived. Subject to Section 5.7, upon delivery of an Arbitration Demand Notice pursuant to Section 5.3(a) prior to the Applicable Deadline, the Dispute shall be decided by arbitrators in accordance with the rules set forth in this Article V. This Section 5.3(b) shall not be deemed to extend any notice period set forth in Section 3.7.

Demand for Arbitration. Any Dispute that has not been resolved within 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to the then current Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), except as modified by the provisions of this Article V. At any time 45 days after before the delivery of an Escalation NoticeApplicable Deadline, any party involved in the related Dispute dispute, controversy or claim may make a written demand (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute (an “Arbitration Demand Notice”). In ) that the event that any party shall deliver an dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the other partyparties to the dispute, such other party may itself deliver an controversy or claim in the manner set forth in Section 11.08. Such Arbitration Demand Notice shall describe in reasonable detail the facts surrounding such dispute, controversy or claim and the basis of such party’s claim for relief pursuant to this Article. Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice must be asserted within one year after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such first party. No act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may assert in a particular case be specifically extended by the parties in writing, the “Applicable Deadline”; provided that in no event will the failure Applicable Deadline occur with respect to resolve any matter during any discussions or negotiationsbefore the first anniversary of the Distribution). Any discussions, the course of conduct during the discussions or negotiations or mediations between the failure parties pursuant to agree this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each of the parties agrees on a mutually acceptable time, agenda, location or procedures for the meeting, in behalf of itself and each case, as contemplated by Section 5.2, precludes a demand for arbitration under this Section 5.3. In the event member of its Group that any party delivers if an Arbitration Demand Notice with respect to any Dispute that a dispute, controversy or claim is not given prior to the subject expiration of any then pending arbitration proceeding the Applicable Deadline, as between or among the parties and the members of a previously delivered Arbitration Demand Noticetheir Groups, all such Disputes shall dispute, controversy or claim will be resolved in the arbitration proceeding for which barred. Subject to Sections 10.11(c) and 10.12, upon delivery of an Arbitration Demand Notice was first delivered unless prior to the arbitrators Applicable Deadline, the dispute, controversy or claim shall be decided by an Arbitration Panel in their sole discretion determine that it is impracticable or otherwise inadvisable to do soaccordance with the rules set forth in this Article 10.

Demand for Arbitration. Any Dispute that has not been resolved within At any time after the first to occur of (1) the date of the meeting actually held pursuant to the applicable Escalation Notice or (2) 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to (as applicable, the then current Commercial "Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”Demand Date"), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may deliver may, unless the Applicable Deadline has occurred, make a notice demanding arbitration of such Dispute written demand (an “the "Arbitration Demand Notice”)") that the dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the parties to the dispute, controversy or claim in the manner set forth in Section 10.5. In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.27.2, precludes is a prerequisite to a demand for arbitration under this Section 5.37.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute dispute, controversy or claim that is the subject of any then then-pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes disputes, controversies and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators arbitrator in their his or her sole discretion determine determines that it is impracticable or otherwise inadvisable to do so.

Demand for Arbitration. Any Dispute that has not been resolved within 45 (a) At any time following 60 days after the delivery date of an Escalation Notice shall be resolved by final and binding arbitration pursuant to the then current Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAADemand Date”), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute dispute, controversy or claim (an “Arbitration Demand Notice”). In Delivery of an Escalation Notice by a party shall be a prerequisite to delivery of an Arbitration Demand Notice by either party, provided, however, that in the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any prior discussions or negotiations, the course of conduct during the such prior discussions or negotiations negotiations, or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by a meeting is a prerequisite to an Arbitration Demand Notice under Section 5.2, precludes a demand for arbitration under this Section 5.37.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute dispute, controversy or claim that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes disputes, controversies and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators in their sole discretion determine that it is impracticable or otherwise inadvisable to do so. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until the date that is two years after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the “Applicable Deadline”). Any discussions, negotiations or mediations between the parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each of the parties agrees on behalf of itself and each member of its Group that if an Arbitration Demand Notice with respect to a dispute, controversy or claim is not given prior to the expiration of the Applicable Deadline, as between or among the parties and the members of their Groups, such dispute, controversy or claim will be barred. Subject to Section 7.7(b) and Section 7.9, upon delivery of an Arbitration Demand Notice pursuant to Section 7.3(a) prior to the Applicable Deadline, the dispute, controversy or claim, and all substantive and procedural issues related thereto, shall be decided by a three member panel of arbitrators in accordance with this Article VII.

Demand for Arbitration. Any Dispute that has not been resolved within (a) At any time after the first to occur of (i) the date of the meeting actually held pursuant to the applicable Escalation Notice or (ii) 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to (as applicable, the then current Commercial "Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”Demand Date"), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may deliver may, unless the Applicable Deadline has occurred, make a notice demanding arbitration of such Dispute written demand (an “the "Arbitration Demand Notice”)") that the dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the parties to the dispute, controversy or claim in the manner set forth in Section 11.5. In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.28.2, precludes is a prerequisite to a demand for arbitration under Section 8.3. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until one year after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the "Applicable Deadline"). Any discussions, negotiations or mediations between the parties pursuant to this Section 5.3Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. In Each of the event parties agrees on behalf of itself and each member of its Group that any party delivers if an Arbitration Demand Notice with respect to any Dispute that a dispute, controversy or claim is not given prior to the subject expiration of any then pending arbitration proceeding the Applicable Deadline, as between or among the parties and the members of a previously delivered Arbitration Demand Noticetheir Groups, all such Disputes shall dispute, controversy or claim will be resolved in the arbitration proceeding for which barred. Subject to Sections 8.7(d) and 8.8, upon delivery of an Arbitration Demand Notice was first delivered unless pursuant to Section 8.3(a) prior to the arbitrators Applicable Deadline, the dispute, controversy or claim shall be decided by a sole arbitrator in their sole discretion determine that it is impracticable or otherwise inadvisable to do soaccordance with the rules set forth in this Article VIII.

Demand for Arbitration. Any Dispute that has not been resolved within (a) At any time after the first to occur of (i) the date of the meeting actually held pursuant to the applicable Escalation Notice or (ii) 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to (as applicable, the then current Commercial "Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”Demand Date"), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may deliver may, unless the Applicable Deadline has occurred, make a notice demanding arbitration of such Dispute written demand (an “the "Arbitration Demand Notice”") that the dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the parties to the dispute, controversy or claim in the manner set forth in Section 12.3(b). In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.212.2, precludes is a prerequisite to a demand for arbitration under Section 12.3. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until one year and 45 days after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the "Applicable Deadline"). Any discussions, negotiations or mediations between the parties pursuant to this Section 5.3Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. In Each of the event parties agrees on behalf of itself and each member of its Group that any party delivers if an Arbitration Demand Notice with respect to any Dispute that a dispute, controversy or claim is not given prior to the subject expiration of any then pending arbitration proceeding the Applicable Deadline, as between or among the parties and the members of a previously delivered Arbitration Demand Noticetheir Groups, all such Disputes shall dispute, controversy or claim will be resolved in the arbitration proceeding for which barred. Subject to Sections 12.7(d) and 12.8, upon delivery of an Arbitration Demand Notice was first delivered unless pursuant to Section 12.3(a) prior to the arbitrators Applicable Deadline, the dispute, controversy or claim shall be decided by a sole arbitrator in their sole discretion determine that it is impracticable or otherwise inadvisable to do soaccordance with the rules set forth in this Article 12.

Demand for Arbitration. Any Dispute that has not been resolved within 45 days (a) At any time after the delivery first to occur of an Escalation Notice shall be resolved by final and binding arbitration (i) the date of the meeting actually held pursuant to the then current Commercial Arbitration Rules applicable Escalation Notice or (the “AAA Rules”ii) of the American Arbitration Association (“AAA”), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute (regardless of whether such party delivered the Escalation Notice) may deliver may, unless the Applicable Deadline has occurred, make a notice demanding arbitration of such Dispute written demand (an “the "Arbitration Demand Notice”)") that the Dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the parties in the manner set forth in Section 10.5. In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related Dispute with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.2this Article VIII, precludes is a prerequisite to a demand for arbitration under this Section 5.38.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators arbitrator in their his or her sole discretion determine determines that it is impracticable or otherwise inadvisable to do so. (b) Except as may be expressly provided in any Ancillary Agreement, no Arbitration Demand Notice may be given more than one year and 45 days after the later of the occurrence of the act giving rise to the underlying claim and the date on which such act was, or

Demand for Arbitration. Any Dispute that has not been resolved within (a) At any time after the first to occur of (i) the date of the meeting actually held pursuant to the applicable Escalation Notice or (ii) 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to (as applicable, the then current Commercial "Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”Demand Date"), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute dispute, controversy or claim (an “a "Arbitration Demand Notice”"). In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.26.2, precludes is a prerequisite to a demand for arbitration under this Section 5.36.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute dispute, controversy or claim that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes disputes, controversies and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators arbitrator in their his or her sole discretion determine determines that it is impracticable or otherwise inadvisable to do so. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until one year after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the "Applicable Deadline"). Any discussions, negotiations or mediations between the parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each of the parties agrees on behalf of itself and each member of its Group that if an Arbitration Demand Notice with respect to a dispute, controversy or claim is not given prior to the expiration of the Applicable Deadline, as between or among the parties and the members of their Groups, such dispute, controversy or claim will be barred. Subject to Sections 6.7(d) and 6.8, upon delivery of an Arbitration Demand Notice pursuant to

Demand for Arbitration. Any Dispute that has not been resolved within (a) At any time after the first to occur of (i) the date of the meeting actually held pursuant to the applicable Escalation Notice or (ii) 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to the then current Commercial Arbitration Rules (as applicable, the “AAA Rules”) of the American Arbitration Association (“AAADemand Date”), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may deliver may, unless the Applicable Deadline has occurred, make a notice demanding arbitration of such Dispute written demand (an the “Arbitration Demand Notice”)) that the dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the parties to the dispute, controversy or claim in the manner set forth in Section 13.5. In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.210.2, precludes is a prerequisite to a demand for arbitration under this Section 5.310.3. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until one year and 45 days after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the “Applicable Deadline”). In Any discussions, negotiations or mediations between the event parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each of the parties agrees on behalf of itself and each member of its Group that any party delivers if an Arbitration Demand Notice with respect to any Dispute that a dispute, controversy or claim is not given prior to the subject expiration of any then pending arbitration proceeding the Applicable Deadline, as between or among the parties and the members of a previously delivered Arbitration Demand Noticetheir Groups, all such Disputes shall dispute, controversy or claim will be resolved in the arbitration proceeding for which barred. Subject to Sections 10.7(d) and 10.8, upon delivery of an Arbitration Demand Notice was first delivered unless pursuant to Section 10.3(a) prior to the arbitrators Applicable Deadline, the dispute, controversy or claim shall be decided by a sole arbitrator in their sole discretion determine that it is impracticable or otherwise inadvisable to do so.accordance with the rules set forth in this Article X.

Demand for Arbitration. Any Dispute that has not been resolved within (a) At any time after the first to occur of (i) the date of the meeting actually held pursuant to the applicable Escalation Notice or (ii) 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to (as applicable, the then current Commercial "Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”Demand Date"), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may deliver may, unless the Applicable Deadline has occurred, make a notice demanding arbitration of such Dispute written demand (an “the "Arbitration Demand Notice”)") that the dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the parties to the dispute, controversy or claim in the manner set forth in Section 12.5. In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.29.2, precludes is a prerequisite to a demand for arbitration under Section 9.3. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until one year and 45 days after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be 68 specifically extended by the parties in writing, the "Applicable Deadline"). Any discussions, negotiations or mediations between the parties pursuant to this Section 5.3Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. In Each of the event parties agrees on behalf of itself and each member of its Group that any party delivers if an Arbitration Demand Notice with respect to any Dispute that a dispute, controversy or claim is not given prior to the subject expiration of any then pending arbitration proceeding the Applicable Deadline, as between or among the parties and the members of a previously delivered Arbitration Demand Noticetheir Groups, all such Disputes shall dispute, controversy or claim will be resolved in the arbitration proceeding for which barred. Subject to Sections 9.7(d) and 9.8, upon delivery of an Arbitration Demand Notice was first delivered unless pursuant to Section 9.3(a) prior to the arbitrators Applicable Deadline, the dispute, controversy or claim shall be decided by a sole arbitrator in their sole discretion determine that it is impracticable or otherwise inadvisable to do soaccordance with the rules set forth in this Article IX.

Demand for Arbitration. Any Dispute that has not been resolved within (a) At any time after the first to occur of (i) the date of the meeting actually held pursuant to the applicable Escalation Notice or (ii) 45 days after the delivery of an Escalation Notice shall be resolved by final and binding arbitration pursuant to (as applicable, the then current Commercial "Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”Demand Date"), except as modified by the provisions of this Article V. At any time 45 days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such that party delivered the Escalation Notice) may deliver a notice demanding arbitration of such Dispute that dispute, controversy or claim (an “a "Arbitration Demand Notice”"). In the event that any party shall deliver an Arbitration Demand Notice to the other another party, such that other party may itself deliver an Arbitration Demand Notice to such the first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline (as defined below) has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.26.2, precludes is a prerequisite to a demand for arbitration under this Section 5.36.3. In the event that any party delivers an Arbitration Demand Notice with respect to any Dispute dispute, controversy or claim that is the subject of any then pending arbitration proceeding or of a previously delivered Arbitration Demand Notice, all such Disputes disputes, controversies and claims shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless the arbitrators arbitrator in their his or her sole discretion determine determines that it is impracticable or otherwise inadvisable to do so. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until one year and 45 days after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the "Applicable Deadline"). Any discussions, negotiations or mediations between the parties pursuant to this Agreement or otherwise will not toll the Applicable Deadline unless expressly agreed in writing by the parties. Each of the parties agrees on behalf of itself and each member of its Group that if an Arbitration Demand Notice with respect to a dispute, controversy or claim is not given prior to the expiration of the Applicable Deadline, as between or among the parties and the members of their Groups, such dispute, controversy or claim will be barred. Subject to Section 6.7(d), upon delivery of an Arbitration Demand Notice pursuant to Section 6.3(a) prior to the Applicable Deadline, the dispute, controversy or claim shall be decided by a sole arbitrator in accordance with the rules set forth in this Article VI.

Demand for Arbitration. Any Dispute that has not been resolved within 45 days (a) At any time after the delivery first to occur of an Escalation Notice shall be resolved by final and binding arbitration (i) the date of the meeting actually held pursuant to the then current Commercial Arbitration Rules applicable Escalation Notice or (ii) in the “AAA Rules”) of the American Arbitration Association (“AAA”)event no such meeting occurs, except as modified by the provisions of this Article V. At any time 45 forty-five days after the delivery of an Escalation Notice, any party involved in the related Dispute dispute, controversy or claim (regardless of whether such party delivered the Escalation Notice) may deliver may, unless the Applicable Deadline has occurred, make a notice demanding arbitration of such Dispute written demand (an “the "Arbitration Demand Notice”)") that the dispute be resolved by binding arbitration, which Arbitration Demand Notice shall be given to the parties to the dispute, controversy or claim in the manner set forth in Section 11.5. In the event that any If party shall deliver an Arbitration Demand Notice to the other another party, such other party may itself deliver an Arbitration Demand Notice to such first partyparty with respect to any related dispute, controversy or claim with respect to which the Applicable Deadline has not passed without the requirement of delivering an Escalation Notice. No party may assert that the failure to resolve any matter during any discussions or negotiations, the course of conduct during the discussions or negotiations or the failure to agree on a mutually acceptable time, agenda, location or procedures for the meeting, in each case, as contemplated by Section 5.28.2, precludes is a prerequisite to a demand for arbitration under Section 8.3. (b) Except as may be expressly provided in any Ancillary Agreement, any Arbitration Demand Notice may be given until one year and forty-five days after the later of the occurrence of the act or event giving rise to the underlying claim or the date on which such act or event was, or should have been, in the exercise of reasonable due diligence, discovered by the party asserting the claim (as applicable and as it may in a particular case be specifically extended by the parties in writing, the "Applicable Deadline"). Any discussions, negotiations or mediations between the parties pursuant to this Section 5.3Agreement or otherwise shall not toll the Applicable Deadline unless expressly agreed in writing by the parties. In Each of the event parties agrees on behalf of itself and each member of its Group that any party delivers if an Arbitration Demand Notice with respect to a dispute, controversy or claim is not given prior to the expiration of the Applicable Deadline, as between or among the parties and the members of their Groups, such dispute, controversy or claim will be barred, notwithstanding any Dispute that is the subject longer statute of limitations afforded by any then pending arbitration proceeding or applicable law. Subject to Sections 8.7(d) and 8.8, upon delivery of a previously delivered Arbitration Demand Notice, all such Disputes shall be resolved in the arbitration proceeding for which an Arbitration Demand Notice was first delivered unless pursuant to Section 8.3(a) prior to the arbitrators Applicable Deadline, the dispute, controversy or claim shall be decided by a sole arbitrator in their sole discretion determine that it is impracticable or otherwise inadvisable to do soaccordance with the rules set forth in this Article VIII.