Common use of Dispute Resolution; Agreement to Arbitrate Clause in Contracts

Dispute Resolution; Agreement to Arbitrate. (a) The parties will attempt in good faith to resolve any dispute, controversy or claim under, arising out of, relating to or in connection with this Agreement, including, but not limited to, the negotiation, execution, interpretation, construction, performance, nonperformance, breach, termination, validity, scope, coverage or enforceability of this Agreement or any alleged fraud in connection therewith, promptly by negotiations between executives of the parties (or its Affiliates) who have authority to settle the controversy, and who are at a higher level of management than the persons with direct responsibility for the administration of this Agreement. If any such dispute, controversy or claim should arise, such duly authorized representatives of Buyer and Seller (or its Affiliates) will meet at least once and will attempt to resolve the matter. Either representative may request the other to meet again within fourteen days thereafter, at a mutually agreed time and place. If the matter has not been resolved within thirty days after the first meeting of the representatives (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the parties will attempt in good faith to resolve the controversy or claim in accordance with the then current Center for Public Resources Model Procedure for Mediation of Business Disputes and the costs of the mediator associated with such mediation process shall be borne equally by the Seller and Buyer. The dispute procedures set forth in this Section 16.15 shall not apply to a dispute that arises in connection with the activities set forth in Section 6.14 or, except as provided in Section 2.4(f), Section 2.4; instead, the dispute provisions set forth in those Sections shall govern. (b) If the matter has not been resolved pursuant to the foregoing procedures within sixty days after the first meeting (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the matter shall be settled, at the request of either party, by arbitration conducted in accordance with the provisions of the Federal Arbitration Act (9 U.S.C. §§1-16) and in accordance with the then current Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by one arbitrator mutually selected by the parties. If the parties are unable to agree on the selection of an arbitrator, they shall select an arbitrator through the procedures established by the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes. The arbitration of such issues, including the determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon the parties, except that the arbitrator shall not be empowered to act as amiable compositeur or authorized to award punitive damages with respect to any such claim, dispute or controversy. No party shall seek any punitive damages relating to any matters under, arising out of, in connection with or relating to this Agreement. Equitable remedies shall be available in any such arbitration. The parties intend that this agreement to arbitrate be valid, binding, enforceable and irrevocable. The substantive and procedural Law of the State of New York shall apply to any such arbitration proceedings. The place of any such arbitration shall be New York, New York. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof and the costs of the arbitrator associated with such arbitration proceeding shall be borne equally by Seller and Buyer. (c) Notwithstanding the provisions of this Section 16.15, either party may seek injunctive or other equitable relief to maintain the status quo before any court of competent jurisdiction in connection with any claim, dispute or controversy arising out of this Agreement and Buyer may seek injunctive or other equitable relief in connection with any breach or alleged breach of the provisions of Articles XIII or XIV or Sections 7.3 or 15.2 hereof.

Dispute Resolution; Agreement to Arbitrate. Except to the extent that any specific Dispute resolution mechanism has been otherwise provided for in this Agreement (or such mechanism has been pursued to its conclusion and either the Dispute (as defined below) in question remains unresolved or the resolution reached by such process has not been honored), in the event that any Dispute arises between or among GOIG, Add-On Exchange and the Add-On Exchange Shareholder with respect to this Agreement or the transactions contemplated hereby, the following procedures shall apply. (a) The parties Parties will attempt in good faith to resolve any dispute, controversy or claim under, arising out of, relating to or in connection with this Agreement, including, but not limited to, the negotiation, execution, interpretation, construction, performance, nonperformancenon-performance, breach, termination, validity, scope, coverage or enforceability of this Agreement or any alleged fraud in connection therewiththerewith (a "Dispute"), promptly by negotiations between executives appropriate senior officers of the parties (or its Affiliates) who have authority to settle the controversy, and who are at a higher level of management than the persons with direct responsibility for the administration of this AgreementParties. If any such dispute, controversy or claim Dispute should arise, such duly authorized representatives appropriate senior officers of Buyer GOIG and Seller (or its Affiliates) Add-on Exchange and the Add-On Exchange Shareholder will meet at least once within 20 days after notice of such Dispute is given by a Party and will attempt to resolve the matter. Either representative may request the other to meet again within fourteen days thereafterNothing herein, at however, shall prohibit a mutually agreed time and place. Party from October 17, 2010 (b) If the matter has not been resolved within thirty 30 days after the first meeting of the representatives (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the parties Parties will attempt in good faith to resolve the controversy or claim in accordance with the then current Center for Public Resources Model Procedure for Mediation of Business Disputes and the as in effect at such time. The costs of the mediator associated with such mediation process shall be borne shared equally by the Seller Parties. Any settlement reached by mediation shall be resolved in writing, signed by the Parties and Buyerbinding on the Parties. The dispute procedures set forth in this Section 16.15 place of any such mediation shall not apply to a dispute that arises in connection with the activities set forth in Section 6.14 orbe New York, except as provided in Section 2.4(f), Section 2.4; instead, the dispute provisions set forth in those Sections shall governNew York. (bc) If the matter has not been resolved pursuant to the foregoing procedures within sixty 60 days after the first meeting (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the matter shall be settledresolved, at the request of either partyParty, by arbitration conducted in accordance with the provisions of the Federal Arbitration Act (9 U.S.C. §§1(S)(S)1-16) and in accordance with the then current Center for Public Resources Rules for Non-Administered Arbitration of Business DisputesDisputes as then in effect, by one arbitrator mutually three neutral arbitrators selected by the partiesParties as follows. Each Party shall select a neutral arbitrator, subject to objection of the other Party, and the two neutral arbitrators chosen by the Parties shall select a third neutral arbitrator. If the parties two neutral arbitrators selected by the Parties are unable to agree on the selection of an the third arbitrator, they shall select an arbitrator through according to the procedures established by the Center for Public Resources Rules for Non-Administered Arbitration of Business DisputesDisputes as then in effect. The arbitration of such issues, including the determination of any amount of damages suffered by any party Party hereto by reason of the acts or omissions of any partyParty, shall be final and binding upon the partiesParties, except that the arbitrator shall not be empowered to act as amiable compositeur or authorized to award punitive damages with respect to any such claim, dispute or controversy. The arbitrators shall have the power to decide all questions of arbitrability and of such arbitrators' jurisdiction. No party Party shall seek any punitive damages relating to any matters under, arising out of, in connection with or relating to this Agreement. Equitable remedies shall be available in any such arbitration. The parties Parties intend that this agreement to arbitrate be valid, binding, enforceable and irrevocable. The substantive and procedural Law law of the State of New York shall apply to any such arbitration proceedings. The place of any such arbitration shall be New York, New York. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof and the costs of the arbitrator associated with such arbitration proceeding shall be borne equally by Seller and Buyerthereof. (cd) Notwithstanding the provisions of this Section 16.1512.13, either party Party may seek injunctive or other equitable relief to maintain the status quo before any court of competent jurisdiction in connection with any claim, dispute or controversy arising out of this Agreement and Buyer may seek injunctive or other equitable relief in connection with any breach or alleged Agreement, without breach of this Section 12.13 or abridgement of the provisions powers of Articles XIII or XIV or Sections 7.3 or 15.2 hereof.the arbitrators. October 17, 2010

Dispute Resolution; Agreement to Arbitrate. Except to the extent that any specific Dispute resolution mechanism has been otherwise provided for in Section 1.5, 11.6 and 11.7 (or such mechanism has been pursued to its conclusion and either the Dispute (as defined below) in question remains unresolved or the resolution reached by such process has not been honored), and subject to Section 14.16(d), in the event that any Dispute arises between Buyer and Seller with respect to this Agreement or the transactions contemplated hereby, the following procedures shall apply. (a) The parties will attempt in good faith to resolve any dispute, controversy or claim under, arising out of, relating to or in connection with this Agreement, including, but not limited to, the negotiation, execution, interpretation, construction, performance, nonperformancenon-performance, breach, termination, validity, scope, coverage or enforceability of this Agreement or any alleged fraud in connection therewiththerewith (a "Dispute"), promptly by negotiations between executives appropriate senior officers of the parties (or its Affiliates) who have authority to settle the controversy, and who are at a higher level of management than the persons with direct responsibility for the administration of this Agreementparties. If any such dispute, controversy or claim Dispute should arise, such duly authorized representatives appropriate senior officers of Buyer and Seller (or its Affiliates) will meet at least once within 20 days after notice of such Dispute is given by a party and will attempt to resolve the matter. Nothing herein, however, shall prohibit a party from initiating arbitration proceedings pursuant to Section 14.16(d) if such party reasonably believes it would be substantially prejudiced by a 50-day delay in commencing arbitration proceedings; PROVIDED, HOWEVER, that the initiation of arbitration proceedings shall not relieve the parties of their obligations to mediate Disputes pursuant to Section 14.16(c). Either representative may request the other to meet again within fourteen 14 days thereafter, at a mutually agreed time and place. . (b) If the matter has not been resolved within thirty 30 days after the first meeting of the representatives (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the parties will attempt in good faith to resolve the controversy or claim in accordance with the then current Center for Public Resources Model Procedure for Mediation of Business Disputes and the as in effect at such time. The costs of the mediator associated with such mediation process shall be borne shared equally by the Seller parties. Any settlement reached by mediation shall be resolved in writing, signed by the parties and Buyerbinding on the parties. The dispute procedures set forth in this Section 16.15 place of any such mediation shall not apply to a dispute that arises in connection with the activities set forth in Section 6.14 orbe San Jose, except as provided in Section 2.4(f), Section 2.4; instead, the dispute provisions set forth in those Sections shall governCalifornia. (bc) If the matter has not been resolved pursuant to the foregoing procedures within sixty 60 days after the first meeting (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the matter shall be settledresolved, at the request of either party, by arbitration conducted in accordance with the provisions of the Federal Arbitration Act (9 U.S.C. §§Sections 1-16) and in accordance with the then current Center for Public Resources Rules for Non-Administered Arbitration of Business DisputesDisputes as then in effect, by one arbitrator mutually three neutral arbitrators selected by the partiesparties as follows. Each party shall select a neutral arbitrator, subject to objection of the other party, and the two neutral arbitrators chosen by the parties shall select a third neutral arbitrator. If the two neutral arbitrators selected by the parties are unable to agree on the selection of an the third arbitrator, they shall select an arbitrator through according to the procedures established by the Center for Public Resources Rules for Non-Administered Arbitration of Business DisputesDisputes as then in effect. The arbitration of such issues, including the determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon the parties, except that the arbitrator shall not be empowered to act as amiable compositeur or authorized to award punitive damages with respect to any such claim, dispute or controversy. The arbitrators shall have the power to decide all questions of arbitrability and of such arbitrators' jurisdiction. No party shall seek any punitive damages relating to any matters under, arising out of, in connection with or relating to this Agreement. Equitable remedies shall be available in any such arbitration. The parties intend that this agreement to arbitrate be valid, binding, enforceable and irrevocable. The substantive and procedural Law law of the State of New York California shall apply to any such arbitration proceedings. The place of any such arbitration shall be New YorkSan Jose, New YorkCalifornia. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof and the costs of the arbitrator associated with such arbitration proceeding shall be borne equally by Seller and Buyerthereof. (cd) Notwithstanding the provisions of this Section 16.1514.16, either party may seek injunctive or other equitable relief to maintain the status quo before any court of competent jurisdiction in connection with any claim, dispute or controversy arising out of this Agreement and Buyer may seek injunctive or other equitable relief in connection with any breach or alleged Agreement, without breach of this Section 14.16 or abridgement of the provisions powers of Articles XIII or XIV or Sections 7.3 or 15.2 hereofthe arbitrators.

Dispute Resolution; Agreement to Arbitrate. Except to the extent ------------------------------------------ that any specific dispute resolution mechanism has been otherwise provided for with respect to any specific provision of this Agreement (or such mechanism has been pursued to its conclusion and either the dispute in question remains unresolved or the resolution reached by such process has not been honored), and subject to Section 14.15(c), in the event that any dispute arises between Buyer and Seller with respect to this Agreement or the transactions contemplated hereby, the following procedures shall apply. (a) The parties will attempt in good faith to resolve any dispute, controversy or claim under, arising out of, relating to or in connection with this Agreement, including, but not limited to, the negotiation, execution, interpretation, construction, performance, nonperformancenon-performance, breach, termination, validity, scope, coverage or enforceability of this Agreement or any alleged fraud in connection therewith, promptly by negotiations between executives representatives of the parties (or its Affiliates) who have authority to settle the controversy, and who are at a higher level of management than the persons with direct responsibility for the administration of this Agreementparties. If any such dispute, controversy or claim should arise, such duly authorized representatives appropriate senior officers of Buyer and Seller (or its Affiliates) will meet at least once within 20 days after notice of such dispute, controversy or claim and will attempt to resolve the matter. Nothing herein, however, shall prohibit a party from initiating arbitration proceedings pursuant to Section 14.15(c) if such party reasonably believes it would be substantially prejudiced by a 50-day delay in commencing arbitration proceedings. Either representative may request the other to meet again within fourteen 14 days thereafter, at a mutually agreed time and place. If the matter has not been resolved within thirty days after the first meeting of the representatives (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the parties will attempt in good faith to resolve the controversy or claim in accordance with the then current Center for Public Resources Model Procedure for Mediation of Business Disputes and the costs of the mediator associated with such mediation process shall be borne equally by the Seller and Buyer. The dispute procedures set forth in this Section 16.15 shall not apply to a dispute that arises in connection with the activities set forth in Section 6.14 or, except as provided in Section 2.4(f), Section 2.4; instead, the dispute provisions set forth in those Sections shall govern. (b) If the matter has not been resolved pursuant to the foregoing procedures within sixty 60 days after the first meeting (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the matter shall be settled, at the request of either party, by arbitration conducted in accordance with the provisions of the Federal Arbitration Act (9 U.S.C. §§1(S)(S)1-16) and in accordance with the then current Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by one arbitrator mutually selected by the parties. If the parties are unable to agree on the selection of an arbitrator, they shall select an arbitrator through the procedures established by the Center for Public Resources Rules for Non-Non- Administered Arbitration of Business Disputes. The arbitration of such issues, including the determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon the parties, except that the arbitrator shall not be empowered to act as amiable compositeur or authorized to award punitive damages with respect to any such claim, dispute or controversy. No party shall seek any punitive damages relating to any matters under, arising out of, in connection with or relating to this Agreement. Equitable remedies shall be available in any such arbitration. The parties intend that this agreement to arbitrate be valid, binding, enforceable and irrevocable. The substantive and procedural Law law of the State of New York California shall apply to any such arbitration proceedings. The place of any such arbitration shall be New YorkLos Angeles, New YorkCalifornia. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof and the costs of the arbitrator associated with such arbitration proceeding shall be borne equally by Seller and Buyerthereof. (c) Notwithstanding the provisions of this Section 16.1514.15, either party may seek injunctive or other equitable relief to maintain the status quo before any court of competent jurisdiction in connection with any claim, dispute or controversy arising out of this Agreement and Buyer may seek injunctive or other equitable relief in connection with any breach or alleged breach of the provisions of Articles XIII or XIV or Sections 7.3 or 15.2 hereofAgreement.

Dispute Resolution; Agreement to Arbitrate. Except to the extent that any specific Dispute resolution mechanism has been otherwise provided for in this Agreement (or such mechanism has been pursued to its conclusion and either the Dispute (as defined below) in question remains unresolved or the resolution reached by such process has not been honored), in the event that any Dispute arises between Mercor Portfolio, Inc. and the Key TechnoLabs Pvt. Ltd. with respect to this Agreement or the transactions contemplated hereby, the following procedures shall apply. (a) The parties Parties will attempt in good faith to resolve any dispute, controversy or claim under, arising out of, relating to or in connection with this Agreement, including, but not limited to, the negotiation, execution, interpretation, construction, performance, nonperformancenon-performance, breach, termination, validity, scope, coverage or enforceability of this Agreement or any alleged fraud in connection therewiththerewith (a "Dispute"), promptly by negotiations between executives appropriate senior officers of the parties (or its Affiliates) who have authority to settle the controversy, and who are at a higher level of management than the persons with direct responsibility for the administration of this AgreementParties. If any such dispute, controversy or claim Dispute should arise, such duly authorized representatives appropriate senior officers of Buyer Mercor Portfolio, Inc. and Seller (or its Affiliates) the Key TechnoLabs Pvt. Ltd. will meet at least once within 20 days after notice of such Dispute is given by a Party and will attempt to resolve the matter. Nothing herein, however, shall prohibit a Party from initiating arbitration proceedings pursuant to this Agreement if such Party reasonably believes it would be substantially prejudiced by a 50-day delay in commencing arbitration proceedings; provided, however, that the initiation of arbitration proceedings shall not relieve the Parties of their obligations to mediate Disputes pursuant to this Agreement. Either representative may request the other to meet again within fourteen 14 days thereafter, at a mutually agreed time and place. . (b) If the matter has not been resolved within thirty 30 days after the first meeting of the representatives (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the parties Parties will attempt in good faith to resolve the controversy or claim in accordance with the then current Center for Public Resources Model Procedure for Mediation of Business Disputes and the as in effect at such time. The costs of the mediator associated with such mediation process shall be borne shared equally by the Seller Parties. Any settlement reached by mediation shall be resolved in writing, signed by the Parties and Buyerbinding on the Parties. The dispute procedures set forth in this Section 16.15 place of any such mediation shall not apply to a dispute that arises in connection with the activities set forth in Section 6.14 orbe New York, except as provided in Section 2.4(f), Section 2.4; instead, the dispute provisions set forth in those Sections shall governNew York. (bc) If the matter has not been resolved pursuant to the foregoing procedures within sixty 60 days after the first meeting (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the matter shall be settledresolved, at the request of either partyParty, by arbitration conducted in accordance with the provisions of the Federal Arbitration Act (9 U.S.C. §§1(S)(S)1-16) and in accordance with the then current Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by one arbitrator mutually selected by the parties. If the parties are unable to agree on the selection of an arbitrator, they shall select an arbitrator through the procedures established by the Center for Public Resources Rules for Non-Administered Arbitration of Business DisputesDisputes as then in effect, by three neutral arbitrators selected by the Parties as follows. Each Party shall select a neutral arbitrator, subject to objection of the other Party, and the two neutral arbitrators chosen by the Parties shall select a third neutral arbitrator. If the two neutral arbitrators selected by the Parties are unable to agree on the selection of the third arbitrator, they shall select an arbitrator according to the procedures established by the Center for Public Resources Rules for Non- Administered Arbitration of Business Disputes as then in effect. The arbitration of such issues, including the determination of any amount of damages suffered by any party Party hereto by reason of the acts or omissions of any partyParty, shall be final and binding upon the partiesParties, except that the arbitrator shall not be empowered to act as amiable compositeur or authorized to award punitive damages with respect to any such claim, dispute or controversy. The arbitrators shall have the power to decide all questions of arbitrability and of such arbitrators' jurisdiction. No party Party shall seek any punitive damages relating to any matters under, arising out of, in connection with or relating to this Agreement. Equitable remedies shall be available in any such arbitration. The parties Parties intend that this agreement to arbitrate be valid, binding, enforceable and irrevocable. The substantive and procedural Law law of the State of New York Florida shall apply to any such arbitration proceedings. The place of any such arbitration shall be New YorkSt. Petersburg, New YorkFlorida. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof and the costs of the arbitrator associated with such arbitration proceeding shall be borne equally by Seller and Buyerthereof. (cd) Notwithstanding the provisions of this Section 16.1512.13, either party Party may seek injunctive or other equitable relief to maintain the status quo before any court of competent jurisdiction in connection with any claim, dispute or controversy arising out of this Agreement and Buyer may seek injunctive or other equitable relief in connection with any breach or alleged Agreement, without breach of this Section 12.13 or abridgement of the provisions powers of Articles XIII or XIV or Sections 7.3 or 15.2 hereofthe arbitrators.

Dispute Resolution; Agreement to Arbitrate. Except to the ------------------------------------------ extent that any specific Dispute resolution mechanism has been otherwise provided for in Section 1.5, 11.6 and 11.7 (or such mechanism has been pursued to its conclusion and either the Dispute (as defined below) in question remains unresolved or the resolution reached by such process has not been honored), and subject to Section 14.16(d), in the event that any Dispute arises between Buyer and Seller with respect to this Agreement or the transactions contemplated hereby, the following procedures shall apply. (a) The parties will attempt in good faith to resolve any dispute, controversy or claim under, arising out of, relating to or in connection with this Agreement, including, but not limited to, the negotiation, execution, interpretation, construction, performance, nonperformancenon-performance, breach, termination, validity, scope, coverage or enforceability of this Agreement or any alleged fraud in connection therewiththerewith (a "Dispute"), promptly by negotiations between executives appropriate senior officers of the parties (or its Affiliates) who have authority to settle the controversy, and who are at a higher level of management than the persons with direct responsibility for the administration of this Agreementparties. If any such dispute, controversy or claim Dispute should arise, such duly authorized representatives appropriate senior officers of Buyer and Seller (or its Affiliates) will meet at least once within 20 days after notice of such Dispute is given by a party and will attempt to resolve the matter. Nothing herein, however, shall prohibit a party from initiating arbitration proceedings pursuant to Section 14.16(d) if such party reasonably believes it would be substantially prejudiced by a 50-day delay in commencing arbitration proceedings; provided, however, that the initiation of arbitration -------- ------- proceedings shall not relieve the parties of their obligations to mediate Disputes pursuant to Section 14.16(c). Either representative may request the other to meet again within fourteen 14 days thereafter, at a mutually agreed time and place. . (b) If the matter has not been resolved within thirty 30 days after the first meeting of the representatives (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the parties will attempt in good faith to resolve the controversy or claim in accordance with the then current Center for Public Resources Model Procedure for Mediation of Business Disputes and the as in effect at such time. The costs of the mediator associated with such mediation process shall be borne shared equally by the Seller parties. Any settlement reached by mediation shall be resolved in writing, signed by the parties and Buyerbinding on the parties. The dispute procedures set forth in this Section 16.15 place of any such mediation shall not apply to a dispute that arises in connection with the activities set forth in Section 6.14 orbe San Jose, except as provided in Section 2.4(f), Section 2.4; instead, the dispute provisions set forth in those Sections shall governCalifornia. (bc) If the matter has not been resolved pursuant to the foregoing procedures within sixty 60 days after the first meeting (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the matter shall be settledresolved, at the request of either party, by arbitration conducted in accordance with the provisions of the Federal Arbitration Act (9 U.S.C. §§1(S)(S)1-16) and in accordance with the then current Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by one arbitrator mutually selected by the parties. If the parties are unable to agree on the selection of an arbitrator, they shall select an arbitrator through the procedures established by the Center for Public Resources Rules for Non-Administered Arbitration of Business DisputesDisputes as then in effect, by three neutral arbitrators selected by the parties as follows. Each party shall select a neutral arbitrator, subject to objection of the other party, and the two neutral arbitrators chosen by the parties shall select a third neutral arbitrator. If the two neutral arbitrators selected by the parties are unable to agree on the selection of the third arbitrator, they shall select an arbitrator according to the procedures established by the Center for Public Resources Rules for Non- Administered Arbitration of Business Disputes as then in effect. The arbitration of such issues, including the determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon the parties, except that the arbitrator shall not be empowered to act as amiable compositeur or authorized to award punitive damages with respect to any such claim, dispute or controversy. The arbitrators shall have the power to decide all questions of arbitrability and of such arbitrators' jurisdiction. No party shall seek any punitive damages relating to any matters under, arising out of, in connection with or relating to this Agreement. Equitable remedies shall be available in any such arbitration. The parties intend that this agreement to arbitrate be valid, binding, enforceable and irrevocable. The substantive and procedural Law law of the State of New York California shall apply to any such arbitration proceedings. The place of any such arbitration shall be New YorkSan Jose, New YorkCalifornia. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof and the costs of the arbitrator associated with such arbitration proceeding shall be borne equally by Seller and Buyerthereof. (cd) Notwithstanding the provisions of this Section 16.1514.16, either party may seek injunctive or other equitable relief to maintain the status quo before any court of competent jurisdiction in connection with any claim, dispute or controversy arising out of this Agreement and Buyer may seek injunctive or other equitable relief in connection with any breach or alleged Agreement, without breach of this Section 14.16 or abridgement of the provisions powers of Articles XIII or XIV or Sections 7.3 or 15.2 hereofthe arbitrators.

Dispute Resolution; Agreement to Arbitrate. Except to the extent ------------------------------------------ that any specific dispute resolution mechanism has been otherwise provided for with respect to any specific provision of this Agreement (or such mechanism has been pursued to its conclusion and either the dispute in question remains unresolved or the resolution reached by such process has not been honored), in the event that any dispute arises between Licensor and Licensee with respect to this Agreement or the transactions contemplated hereby, the following procedures shall apply. (a) The parties will attempt in good faith to resolve any dispute, controversy or claim under, arising out of, relating to or in connection with this Agreement, including, but not limited to, the negotiation, execution, interpretation, construction, performance, nonperformancenon-performance, breach, termination, validity, scope, coverage or enforceability of this Agreement or any alleged fraud in connection therewith, promptly by negotiations between executives representatives of the parties (or its Affiliates) who have authority to settle the controversy, and who are at a higher level of management than the persons with direct responsibility for the administration of this Agreementparties. If any such dispute, controversy or claim should arise, such duly authorized representatives of Buyer Licensor and Seller (or its Affiliates) Licensee will meet at least once and will attempt to resolve the matter. Either representative may request the other to meet again within fourteen 14 days thereafter, at a mutually agreed time and place. If the matter has not been resolved within thirty 30 days after the first meeting of the representatives (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the parties will attempt in good faith to resolve the controversy or claim in accordance with the then current Center for Public Resources Model Procedure for Mediation of Business Disputes and the costs of the mediator associated with such mediation process shall be borne equally by the Seller and Buyer. The dispute procedures set forth in this Section 16.15 shall not apply to a dispute that arises in connection with the activities set forth in Section 6.14 or, except as provided in Section 2.4(f), Section 2.4; instead, the dispute provisions set forth in those Sections shall governDisputes. (b) If the matter has not been resolved pursuant to the foregoing procedures within sixty 60 days after the first meeting (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the matter shall be settledresolved, at the request of either party, by arbitration conducted in accordance with the provisions of the Federal Arbitration Act (9 U.S.C. §§1(S)(S)1-16) and in accordance with the then current Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by one arbitrator mutually selected by the parties. If the parties are unable to agree on the selection of an arbitrator, they shall select an arbitrator through the procedures established by the Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes. The arbitration of such issues, including the determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon the parties, except that the arbitrator shall not be empowered to act as amiable compositeur or authorized to award punitive damages with respect to any such claim, dispute or controversy. No party shall seek any punitive damages relating to any matters under, arising out of, in connection with or relating to this Agreement. Equitable remedies shall be available in any such arbitration. The parties intend that this agreement to arbitrate be valid, binding, enforceable and irrevocable. The substantive and procedural Law law of the State of New York California shall apply to any such arbitration proceedings. The place of any such arbitration shall be New YorkLos Angeles, New YorkCalifornia. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof and the costs of the arbitrator associated with such arbitration proceeding shall be borne equally by Seller and Buyerthereof. (c) Notwithstanding the provisions of this Section 16.1524, either party may seek injunctive or other equitable relief to maintain the status quo before any court of competent jurisdiction in connection with any claim, dispute or controversy arising out of this Agreement and Buyer may seek injunctive or other equitable relief in connection with any breach or alleged breach of the provisions of Articles XIII or XIV or Sections 7.3 or 15.2 hereofAgreement.

Dispute Resolution; Agreement to Arbitrate. Except to the extent that any specific Dispute resolution mechanism has been otherwise provided for in Section 1.5, 11.6 and 11.7 (or such mechanism has been pursued to its conclusion and either the Dispute (as defined below) in question remains unresolved or the resolution reached by such process has not been honored), and subject to Section 14.16(d), in the event that any Dispute arises between Buyer and Seller with respect to this Agreement or the transactions contemplated hereby, the following procedures shall apply. (a) The parties will attempt in good faith to resolve any dispute, controversy or claim under, arising out of, relating to or in connection with this Agreement, including, but not limited to, the negotiation, execution, interpretation, construction, performance, nonperformancenon-performance, breach, termination, validity, scope, coverage or enforceability of this Agreement or any alleged fraud in connection therewiththerewith (a "Dispute"), promptly by negotiations between executives appropriate senior officers of the parties (or its Affiliates) who have authority to settle the controversy, and who are at a higher level of management than the persons with direct responsibility for the administration of this Agreementparties. If any such dispute, controversy or claim Dispute should arise, such duly authorized representatives appropriate senior officers of Buyer Xxxxx and Seller (or its Affiliates) will meet at least once within 20 days after notice of such Dispute is given by a party and will attempt to resolve the matter. Nothing herein, however, shall prohibit a party from initiating arbitration proceedings pursuant to Section 14.16(d) if such party reasonably believes it would be substantially prejudiced by a 50-day delay in commencing arbitration proceedings; PROVIDED, HOWEVER, that the initiation of arbitration proceedings shall not relieve the parties of their obligations to mediate Disputes pursuant to Section 14.16(c). Either representative may request the other to meet again within fourteen 14 days thereafter, at a mutually agreed time and place. . (b) If the matter has not been resolved within thirty 30 days after the first meeting of the representatives (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the parties will attempt in good faith to resolve the controversy or claim in accordance with the then current Center for Public Resources Model Procedure for Mediation of Business Disputes and the as in effect at such time. The costs of the mediator associated with such mediation process shall be borne shared equally by the Seller parties. Any settlement reached by mediation shall be resolved in writing, signed by the parties and Buyerbinding on the parties. The dispute procedures set forth in this Section 16.15 place of any such mediation shall not apply to a dispute that arises in connection with the activities set forth in Section 6.14 orbe San Jose, except as provided in Section 2.4(f), Section 2.4; instead, the dispute provisions set forth in those Sections shall governCalifornia. (bc) If the matter has not been resolved pursuant to the foregoing procedures within sixty 60 days after the first meeting (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the matter shall be settledresolved, at the request of either party, by arbitration conducted in accordance with the provisions of the Federal Arbitration Act (9 U.S.C. §§Sections 1-16) and in accordance with the then current Center for Public Resources Rules for Non-Administered Arbitration of Business DisputesDisputes as then in effect, by one arbitrator mutually three neutral arbitrators selected by the partiesparties as follows. Each party shall select a neutral arbitrator, subject to objection of the other party, and the two neutral arbitrators chosen by the parties shall select a third neutral arbitrator. If the two neutral arbitrators selected by the parties are unable to agree on the selection of an the third arbitrator, they shall select an arbitrator through according to the procedures established by the Center for Public Resources Rules for Non-Administered Arbitration of Business DisputesDisputes as then in effect. The arbitration of such issues, including the determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon the parties, except that the arbitrator shall not be empowered to act as amiable compositeur or authorized to award punitive damages with respect to any such claim, dispute or controversy. The arbitrators shall have the power to decide all questions of arbitrability and of such arbitrators' jurisdiction. No party shall seek any punitive damages relating to any matters under, arising out of, in connection with or relating to this Agreement. Equitable remedies shall be available in any such arbitration. The parties intend that this agreement to arbitrate be valid, binding, enforceable and irrevocable. The substantive and procedural Law law of the State of New York California shall apply to any such arbitration proceedings. The place of any such arbitration shall be New YorkSan Jose, New YorkCalifornia. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof and the costs of the arbitrator associated with such arbitration proceeding shall be borne equally by Seller and Buyerthereof. (cd) Notwithstanding the provisions of this Section 16.1514.16, either party may seek injunctive or other equitable relief to maintain the status quo before any court of competent jurisdiction in connection with any claim, dispute or controversy arising out of this Agreement and Buyer may seek injunctive or other equitable relief in connection with any breach or alleged Agreement, without breach of this Section 14.16 or abridgement of the provisions powers of Articles XIII or XIV or Sections 7.3 or 15.2 hereofthe arbitrators.

Dispute Resolution; Agreement to Arbitrate. (a) The parties will attempt in good faith to resolve any dispute, controversy or claim under, arising out of, relating to or in connection with this Agreement, including, but not limited to, the negotiation, execution, interpretation, construction, performance, nonperformance, breach, termination, validity, scope, coverage or enforceability of this Agreement or any alleged fraud in connection therewith, promptly by negotiations between executives of the parties (or its Affiliates) who have authority to settle the controversy, and who are at a higher level of management than the persons with direct responsibility for the administration of this Agreement. If any such dispute, controversy or claim should arise, such duly authorized representatives of Buyer and Seller Sellers (or its their respective Affiliates) will meet at least once and will attempt to resolve the matter. Either representative may request the other to meet again within fourteen days thereafter, at a mutually agreed time and place. If the matter has not been resolved within thirty days after the first meeting of the representatives (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the parties will attempt in good faith to resolve the controversy or claim in accordance with the then current Center for Public Resources Model Procedure for Mediation of Business Disputes and the costs of the mediator associated with such mediation process shall be borne equally by the Seller Sellers and Buyer. The dispute procedures set forth in this Section 16.15 shall not apply to a dispute that arises in connection with the activities set forth in Section 6.14 or, except as provided in Section 2.4(f), Section 2.4; instead, the dispute provisions set forth in those Sections shall govern. (b) If the matter has not been resolved pursuant to the foregoing procedures within sixty days after the first meeting (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the matter shall be settled, at the request of either party, by arbitration conducted in accordance with the provisions of the Federal Arbitration Act (9 U.S.C. §§1-16) and in accordance with the then current International Institute of Conflict Prevention Non-Administered Arbitration. Each party shall nominate one arbitrator and deliver written notification of such nomination to the other party and to the Center for Public Resources Rules within thirty days after delivery of the Request for Non-Administered Arbitration of Business Disputes, by one arbitrator mutually selected by Arbitration. In the parties. If the parties are unable event a party fails to agree on the selection of an arbitrator, they shall select nominate an arbitrator through or deliver notification of such nomination to the procedures established other party and to the Center for Public Resources within this time period, upon request of either party, such arbitrator shall instead by appointed by the Center for Public Resources Rules within thirty days of receiving such request. The two arbitrators appointed in accordance with the above provisions shall nominate the third arbitrator and notify the parties and the Center for Non-Administered Arbitration Public Resources in writing of Business Disputessuch nomination within fifteen days of their appointment. If the first two appointed arbitrators fail to nominate a third arbitrator or notify the parties and the Center for Public Resources of that nomination within this time period, then, upon request of either party, the third arbitrator shall be appointed by the Center for Public Resources within fifteen days of receiving such request. The third arbitrator shall serve as Chairman of the Tribunal. The arbitration of such issues, including the determination of any amount of damages suffered by any party hereto by reason of the acts or omissions of any party, shall be final and binding upon the parties, except that the arbitrator shall not be empowered to act as amiable compositeur or authorized to award punitive damages with respect to any such claim, dispute or controversy. No party shall seek any punitive damages relating to any matters under, arising out of, in connection with or relating to this Agreement. Equitable remedies shall be available in any such arbitration. The parties intend that this agreement to arbitrate be valid, binding, enforceable and irrevocable. The substantive and procedural Law of the State Commonwealth of New York Pennsylvania shall apply to any such arbitration proceedings. The place of any such arbitration shall be New YorkPhiladelphia, New YorkPennsylvania. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof and the costs of the arbitrator associated with such arbitration proceeding shall be borne equally by Seller Sellers and Buyer. (c) Notwithstanding the provisions of this Section 16.1516.13, either party may seek injunctive or other equitable relief to maintain the status quo before any court of competent jurisdiction in connection with any claim, dispute or controversy arising out of this Agreement and Buyer may seek injunctive or other equitable relief in connection with any breach or alleged breach of the provisions of Articles XIII or XIV and Buyer or Sections 7.3 Sellers, as the case may be, may seek injunctive or other equitable relief in connection with any breach or alleged breach of the provisions of Section 15.2 hereof.

Dispute Resolution; Agreement to Arbitrate. Except to the extent that any specific Dispute resolution mechanism has been otherwise provided for in this Agreement (or such mechanism has been pursued to its conclusion and either the Dispute (as defined below) in question remains unresolved or the resolution reached by such process has not been honored), in the event that any Dispute arises between Parties with respect to this Agreement or the transactions contemplated hereby, the following procedures shall apply. (a) The parties Parties will attempt in good faith to resolve any dispute, controversy or claim under, arising out of, relating to or in connection with this Agreement, including, but not limited to, the negotiation, execution, interpretation, construction, performance, nonperformancenon- performance, breach, termination, validity, scope, coverage or enforceability of this Agreement or any alleged fraud in connection therewiththerewith (a "Dispute"), promptly by negotiations between executives appropriate senior officers of the parties (or its Affiliates) who have authority to settle the controversy, and who are at a higher level of management than the persons with direct responsibility for the administration of this AgreementParties. If any such dispute, controversy or claim Dispute should arise, such duly authorized representatives appropriate senior officers of Buyer and Seller (or its Affiliates) the Parties will meet at least once within 20 days after notice of such Dispute is given by a Party and will attempt to resolve the matter. Nothing herein, however, shall prohibit a Party from initiating arbitration proceedings pursuant to this Agreement if such Party reasonably believes it would be substantially prejudiced by a 50-day delay in commencing arbitration proceedings; provided, however, that the initiation of arbitration proceedings shall not relieve the Parties of their obligations to mediate Disputes pursuant to this Agreement. Either representative may request the other to meet again within fourteen 14 days thereafter, at a mutually agreed time and place. . (b) If the matter has not been resolved within thirty 30 days after the first meeting of the representatives (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the parties will attempt in good faith to resolve the controversy or claim in accordance with the then current Center for Public Resources Model Procedure for Mediation of Business Disputes and the costs of the mediator associated with such mediation process shall be borne equally by the Seller and Buyer. The dispute procedures set forth in this Section 16.15 shall not apply to a dispute that arises in connection with the activities set forth in Section 6.14 or, except as provided in Section 2.4(f), Section 2.4; instead, the dispute provisions set forth in those Sections shall govern.the (bc) If the matter has not been resolved pursuant to the foregoing procedures within sixty 60 days after the first meeting (which period may be extended by mutual agreement), except for claims and disputes under Section 7.3, the matter shall be settledresolved, at the request of either partyParty, by arbitration conducted in accordance with the provisions of the Federal Arbitration Act (9 U.S.C. §§1(S)(S)1-16) and in accordance with the then current Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes, by one arbitrator mutually selected by the parties. If the parties are unable to agree on the selection of an arbitrator, they shall select an arbitrator through the procedures established by the Center for Public Resources Rules for Non-Administered Arbitration of Business DisputesDisputes as then in effect, by three neutral arbitrators selected by the Parties as follows. Each Party shall select a neutral arbitrator, subject to objection of the other Party, and the two neutral arbitrators chosen by the Parties shall select a third neutral arbitrator. If the two neutral arbitrators selected by the Parties are unable to agree on the selection of the third arbitrator, they shall select an arbitrator according to the procedures established by the Center for Public Resources Rules for Non- Administered Arbitration of Business Disputes as then in effect. The arbitration of such issues, including the determination of any amount of damages suffered by any party Party hereto by reason of the acts or omissions of any partyParty, shall be final and binding upon the partiesParties, except that the arbitrator shall not be empowered to act as amiable compositeur or authorized to award punitive damages with respect to any such claim, dispute or controversy. The arbitrators shall have the power to decide all questions of arbitrability and of such arbitrators' jurisdiction. No party Party shall seek any punitive damages relating to any matters under, arising out of, in connection with or relating to this Agreement. Equitable remedies shall be available in any such arbitration. The parties Parties intend that this agreement to arbitrate be valid, binding, enforceable and irrevocable. The substantive and procedural Law law of the State of New York shall apply to any such arbitration proceedings. The place of any such arbitration shall be New York, . New York. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof and the costs of the arbitrator associated with such arbitration proceeding shall be borne equally by Seller and Buyerthereof. (cd) Notwithstanding the provisions of this Section 16.1512.13, either party Party may seek injunctive or other equitable relief to maintain the status quo before any court of competent jurisdiction in connection with any claim, dispute or controversy arising out of this Agreement and Buyer may seek injunctive or other equitable relief in connection with any breach or alleged Agreement, without breach of this Section 12.13 or abridgement of the provisions powers of Articles XIII or XIV or Sections 7.3 or 15.2 hereofthe arbitrators.