DETERMINATION OF ARBITRATOR Clause Samples

DETERMINATION OF ARBITRATOR. The Arbitrator shall have full power and authority to resolve all disputes (including the discretion to order proceedings in the manner the Arbitrator believes will allow appropriate review of any disputes put before the Arbitrator) and, subject to Section 4.9.5, order remedies relating to the parties’ non-compliance with the Change of Control Procedures, to interpret the requirements of the Change of Control Procedures, or otherwise relating to the applicable Change of Control. The Arbitrator shall, by the end of the third (3rd) Business Day following the date of the Arbitrator’s receipt of the Breach Notice (or, if the Arbitrator determines that additional time is necessary, within such additional amount of time), provide a written determination (the “Arbitrator Determination”) setting forth whether either party has committed a breach of the Change of Control Procedures (or such other applicable determination) and the appropriate cure or remedy for such breach. The Arbitrator Determination shall be final and binding upon the Company, the Principal Investors and the Televisa Investors (unless vacated or modified by the Delaware Court on the ground that the Arbitrator was biased or engaged in improper conduct or that the ruling was outside the jurisdiction of the Arbitrator as set forth in this Section 4.9), none of the Company, the Televisa Investors or the Principal Investors shall have the right to appeal such Arbitrator Determination in any court or otherwise commence any legal action with respect to the breach(es) alleged in the Breach Notice or the cure or remedy ordered by the Arbitrator (other than on the ground that the Arbitrator was biased or engaged in improper conduct or that the ruling was outside the jurisdiction of the Arbitrator as set forth in this Section 4.9). All issues concerning the arbitrability of any matter relating to the Change of Control Procedures or the applicable Change of Control shall be determined by the Arbitrator and not by any court of law or any other method. The jurisdiction of the Arbitrator shall be limited to enforcing the terms of the Change of Control Procedures, ensuring that a Change of Control is a Compliant Change of Control Transaction, and/or resolving any other disputed matters relating to the applicable Change of Control during the Sponsor Sale or Merger Exit process and promptly thereafter in connection with any claims of breach of or non-compliance with the Change of Control Procedures, that a Change o...

DETERMINATION OF ARBITRATOR. In rendering the award the arbitrator shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California. The award may be limited to a statement that one party pay the other a sum of money. However, upon the request of a party, the arbitrators' award shall include findings of fact and conclusions of law. The arbitrators do not exceed their powers (per California Code of Civil Procedure Section 1286.2 or 1286.

DETERMINATION OF ARBITRATOR. The determination of the arbitrator(s) shall be made within 30 days after the date on which the dispute was referred to him, her or them, as the case may be, and the determination of the arbitrator(s) shall be final and binding on all parties. The Closing Date Financial Statement and the Purchase Price shall be adjusted in accordance with the determi- nation of the arbitrator(s).

DETERMINATION OF ARBITRATOR. The determination of the arbitrator shall be made within thirty (30) days after the date on which the dispute was referred to it and the determination of the arbitrator shall be final and binding on all Parties. The Purchase Price shall be increased to the extent the arbitrator determines that items included in Schedule 1.1(a) ought not to have been included or items which ought to have been included in Schedules 1.1(b), 4.14 or 4.15 were omitted and shall be decreased to the extent that the arbitrator determines that items which ought to have been included in Schedule 1.1(a) were omitted or items included in Schedules 1.1(b), 4.14 or 4.15 ought not to have been included.

DETERMINATION OF ARBITRATOR. The arbitrator shall have no power to recommend the alteration, amendment, change, addition or subtraction of, any of the terms of this Agreement, but shall determine only whether or not there has been a violation of this Agreement. The decision of the arbitrator shall conform to the terms of this Agreement and the laws of the State of California.

DETERMINATION OF ARBITRATOR. The arbitrator shall have no power to recommend the alteration, amendment, change, addition or subtraction of, any of the terms of this Agreement, but shall determine only whether or not there has been a violation of this

DETERMINATION OF ARBITRATOR. The determination of the arbitrator shall be delivered to each of the Vendor and the Purchaser within 30 days after the date on which the dispute was referred to it and the determination of the arbitrator shall be final and binding on all Parties. The Closing Statement and the Share Purchase Price shall be adjusted in accordance with the determination of the arbitrator.