Common use of Expert Resolution Clause in Contracts

Expert Resolution. Where this Agreement calls for a matter to be referred to an Expert for determination, the following provisions shall apply: (a) The use of an Expert shall be the exclusive remedy of the parties and no party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert shall be final and binding on the parties and shall not be capable of challenge, whether by arbitration, in court or otherwise. Recognition and enforcement of any decision or award rendered by the Expert may be sought in any court of competent jurisdiction. (b) If any party calls for a determination by an Expert in accordance with the terms of this Agreement, the parties shall have ten (10) days from the date of such request to agree upon and appoint an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days of such respective selections, the two (2) respective Experts so selected shall select a third (3rd) Expert. If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective Experts selected by the parties fail to select a third (3rd) Expert, then the third Expert shall be appointed by the AAA. Any dispute to be determined by the Expert pursuant to this Section shall, at the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute to be determined by an Expert arising out of or relating to this Agreement. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote. (c) Each party shall be entitled to make written submissions to the Expert(s), and if a party makes any submission, it shall also provide a copy to the other parties and the other parties shall have the right to comment on such submission within the time periods established pursuant to Section 28(e). During the period beginning with the appointment of an Expert or the appointment of three (3) Experts pursuant to Section 28(b) and continuing until an Expert determination is rendered, no party shall communicate with any of the Experts regarding the subject matter submitted for determination without disclosing the content of any such communication to the other parties. The parties shall make available to the Expert(s) such books and records relating to the issue in dispute and shall render to the Expert(s) any assistance requested of the parties. The costs of the Expert(s) and the proceedings shall be borne as directed by the Expert(s) unless otherwise provided for herein. (d) The Expert(s) shall decide the matter referred for determination by applying the terms, conditions and standards set forth in this Agreement regarding such matter. (e) The terms of engagement of the Expert(s) shall include an obligation on the part of the Expert(s) to: (i) notify the parties in writing of the decision within thirty (30) business days from the date on which the Expert (or the last Expert, if there are three (3)) has been selected (or such other period as the parties may agree or as set forth herein); and (ii) establish a timetable for the making of submissions and replies.

Expert Resolution. Where Notwithstanding the terms and provisions of Section 11.23.A above, when this Agreement expressly calls for a matter or dispute to be referred to an Expert for determinationdecided or resolved by the Expert, the following provisions shall terms apply: (a) The use of an Expert shall 1. Tenant or Manager may by notice to the other request that a matter or dispute be submitted to the exclusive remedy of the parties and no party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert shall be final and binding on the parties and shall not be capable of challenge, whether by arbitration, in court or otherwise. Recognition and enforcement of any decision or award rendered by the Expert may be sought in any court of competent jurisdiction. (b) If any party calls for a determination by an Expert in accordance with the terms of this Agreement, the parties shall have ten (10) days from the date of such request to agree upon . Tenant and appoint Manager will each select an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days after the non-requesting party’s receipt of such respective selectionsthe notice. If Tenant or Manager fails to select an Expert within the ten (10)-day period above, the Expert selected by the other party will be the sole Expert. Within ten (10) days after the parties have each selected an Expert, the two (2) respective Experts so selected shall will select a third (3rd) Expert. If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective Experts selected by the parties fail to select a third (3rd) Expert, then the third Expert shall will be appointed selected by the AAAJAMS (“JAMS”). Any dispute to be determined by the Expert pursuant to this Section shall, at the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute to be determined by an Expert arising out of or relating to this Agreement. In the event If there is more than one (1) Expert, then the decision of Experts shall the Expert will be determined made by a majority vote. 2. An Expert must be an independent, nationally recognized consulting firm or individual with at least ten (c10) Each party shall years of experience in the lodging industry and must be entitled qualified to resolve the issue in question. An individual or consulting firm cannot be an Expert if Tenant, Manager or their Affiliates have, directly or indirectly, employed or retained such individual or consulting firm within two (2) years before the date of selection. The engagement terms for the Expert will obligate the Expert to (i) notify Tenant and Manager in writing of the Expert’s decision within forty-five (45) days after the date on which the last Expert was selected, or such other period as Tenant and Manager may agree; and (ii) establish a timetable for making submissions and replies. 3. Tenant and Manager may each make written submissions to the Expert(s), Expert and if a party makes any submission, it shall also will provide a copy to the other parties and the party. The other parties shall have the right to party may comment on such submission within the time periods established pursuant to under Section 28(e11.23.B(2). During the period beginning with the appointment of Until an Expert or the appointment of three (3) Experts pursuant to Section 28(b) and continuing until an Expert determination decision is rendered, no neither party shall may communicate with any of the Experts regarding Expert about the subject matter submitted for determination decision without disclosing the content of any such communication to the other parties. The parties shall make available to the Expert(s) such books and records relating to the issue in dispute and shall render to the Expert(s) any assistance requested of the partiesparty. The costs of the Expert(s) Expert and the proceedings shall will be borne paid as directed by the Expert(s) Expert, unless otherwise provided for hereinin this Agreement, and the Expert may direct that these costs be treated as Deductions. (d) 4. The Expert(s) shall Expert will decide the matter referred for determination by applying the terms, conditions and standards set forth specified in the relevant provisions of this Agreement. If this Agreement regarding such does not contain a standard for the matter, then the Expert will apply the standards for upper-moderate-price-sector, select-service, extended stay hotels comparable to the Hotel in overall quality, and size and quality of guest rooms, facilities and amenities, considering the long term profitability of the Hotel and the operation of the Hotel in accordance with System Standards. (e) 5. The terms of engagement use of the Expert(s) shall include an obligation Expert is the exclusive remedy and neither Tenant nor Manager may attempt to adjudicate the matter in any other manner or forum. The Expert’s decision will be final and binding on the part parties and cannot be challenged, whether by arbitration, in court or otherwise. 6. The provisions of the Expert(s) to: (i) notify the parties in writing of the decision within thirty (30) business days from the date on which the Expert (or the last Expert, if there are three (3)) has been selected (or such other period as the parties may agree or as set forth herein); and (ii) establish a timetable for the making of submissions and repliesthis Section 11.23.B survive any Termination.

Expert Resolution. Where Notwithstanding the terms and provisions of Section 11.23.A above, when this Agreement expressly calls for a matter or dispute to be referred to an Expert for determinationdecided or resolved by the Expert, the following provisions shall terms apply: (a) The use of an Expert shall 1. Tenant or Manager may by notice to the other request that a matter or dispute be submitted to the exclusive remedy of the parties and no party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert shall be final and binding on the parties and shall not be capable of challenge, whether by arbitration, in court or otherwise. Recognition and enforcement of any decision or award rendered by the Expert may be sought in any court of competent jurisdiction. (b) If any party calls for a determination by an Expert in accordance with the terms of this Agreement, the parties shall have ten (10) days from the date of such request to agree upon . Tenant and appoint Manager will each select an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days after the non-requesting party’s receipt of such respective selectionsthe notice. If Tenant or Manager fails to select an Expert within the ten (10)-day period above, the Expert selected by the other party will be the sole Expert. Within ten (10) days after the parties have each selected an Expert, the two (2) respective Experts so selected shall will select a third (3rd) Expert. If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective Experts selected by the parties fail to select a third (3rd) Expert, then the third Expert shall will be appointed selected by the AAAJAMS (“JAMS”). Any dispute to be determined by the Expert pursuant to this Section shall, at the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute to be determined by an Expert arising out of or relating to this Agreement. In the event If there is more than one (1) Expert, then the decision of Experts shall the Expert will be determined made by a majority vote. 2. An Expert must be an independent, nationally recognized consulting firm or individual with at least ten (c10) Each party shall years of experience in the lodging industry and must be entitled qualified to resolve the issue in question. An individual or consulting firm cannot be an Expert if Tenant, Manager or their Affiliates have, directly or indirectly, employed or retained such individual or consulting firm within two (2) years before the date of selection. The engagement terms for the Expert will obligate the Expert to (i) notify Tenant and Manager in writing of the Expert’s decision within forty-five (45) days after the date on which the last Expert was selected, or such other period as Tenant and Manager may agree; and (ii) establish a timetable for making submissions and replies. 3. Tenant and Manager may each make written submissions to the Expert(s), Expert and if a party makes any submission, it shall also will provide a copy to the other parties and the party. The other parties shall have the right to party may comment on such submission within the time periods established pursuant to under Section 28(e11.23.B(2). During the period beginning with the appointment of Until an Expert or the appointment of three (3) Experts pursuant to Section 28(b) and continuing until an Expert determination decision is rendered, no neither party shall may communicate with any of the Experts regarding Expert about the subject matter submitted for determination decision without disclosing the content of any such communication to the other parties. The parties shall make available to the Expert(s) such books and records relating to the issue in dispute and shall render to the Expert(s) any assistance requested of the partiesparty. The costs of the Expert(s) Expert and the proceedings shall will be borne paid as directed by the Expert(s) Expert, unless otherwise provided for hereinin this Agreement, and the Expert may direct that these costs be treated as Deductions. (d) 4. The Expert(s) shall Expert will decide the matter referred for determination by applying the terms, conditions and standards set forth specified in the relevant provisions of this Agreement. If this Agreement regarding such does not contain a standard for the matter, then the Expert will apply the standards for first class, full service hotels, considering the long term profitability of the Hotel and the operation of the Hotel in accordance with System Standards. (e) 5. The terms of engagement use of the Expert(s) shall include an obligation Expert is the exclusive remedy and neither Tenant nor Manager may attempt to adjudicate the matter in any other manner or forum. The Expert’s decision will be final and binding on the part parties and cannot be challenged, whether by arbitration, in court or otherwise. 6. The provisions of the Expert(s) to: (i) notify the parties in writing of the decision within thirty (30) business days from the date on which the Expert (or the last Expert, if there are three (3)) has been selected (or such other period as the parties may agree or as set forth herein); and (ii) establish a timetable for the making of submissions and repliesthis Section 11.23.B survive any Termination.

Expert Resolution. Where this Agreement calls for a matter to be referred to an Expert Expert(s) for determination, the following provisions shall apply:. (a) A. The use of an Expert Expert(s) shall be the exclusive remedy of the parties and no neither party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert Expert(s) shall be final and binding on the parties and shall not be capable of challenge, whether by arbitration, in court or otherwise. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote. Recognition and enforcement of any decision or award rendered by the Expert Expert(s) may be sought in any court of competent jurisdiction. (b) B. If any either party calls for a determination by an Expert Expert(s) in accordance with the terms of this Agreement, the parties shall have ten (10) days from the date of such request to agree upon and appoint an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days of such respective selections, the two (2) respective Experts so selected shall select a third (3rd) Expert. If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective Experts selected by the parties fail to select a third (3rd) Expert, then the third Expert shall be appointed by the AAAAmerican Arbitration Association. Any dispute to be determined by the Expert pursuant to this Section shall, at the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute to be determined by an Expert arising out of or relating to this Agreement. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote. (c) C. Each party shall be entitled to make written submissions to the Expert(s), and if a party makes any submission, it shall also provide a copy to the other parties party(ies) and the other parties party(ies) shall have the right to comment on such submission within the time periods established pursuant to Section 28(e). 22.5.E. During the period beginning with the appointment of an Expert or the appointment of three (3) Experts pursuant to Section 28(b) 22.5.B and continuing until an Expert determination is rendered, no neither party shall communicate with any of the Experts regarding the subject matter submitted for determination without disclosing the content of any such communication to the other partiesparty. The parties shall make available to the Expert(s) such books and records relating to the issue in dispute and shall render to the Expert(s) any assistance requested of the parties. The costs of the Expert(s) and the proceedings shall be borne as directed by the Expert(s) unless otherwise provided for herein. (d) D. The Expert(s) shall decide the matter referred for determination by applying the terms, conditions and standards set forth in this Agreement regarding such matter. (e) E. The terms of engagement of the Expert(s) shall include an obligation on the part of the Expert(s) to: (i) notify the parties in writing of the decision within thirty (30) business days (ninety (90) days for matters referred to Expert determination under Section 2.5.C) from the date on which the Expert (or the last Expert, if there are three (3)) has been selected (or such other period as the parties may agree or as set forth herein); and (ii) establish a timetable for the making of submissions and replies.

Expert Resolution. Where Notwithstanding the terms and provisions of Section 11.23.A above, when this Agreement expressly calls for a matter or dispute to be referred to an Expert for determinationdecided or resolved by the Expert, the following provisions shall terms apply: (a) The use of an Expert shall 1. Tenant or Manager may by notice to the other request that a matter or dispute be submitted to the exclusive remedy of the parties and no party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert shall be final and binding on the parties and shall not be capable of challenge, whether by arbitration, in court or otherwise. Recognition and enforcement of any decision or award rendered by the Expert may be sought in any court of competent jurisdiction. (b) If any party calls for a determination by an Expert in accordance with the terms of this Agreement, the parties shall have ten (10) days from the date of such request to agree upon . Tenant and appoint Manager will each select an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days after the non-requesting party’s receipt of such respective selectionsthe notice. If Tenant or Manager fails to select an Expert within the ten (10)-day period above, the Expert selected by the other party will be the sole Expert. Within ten (10) days after the parties have each selected an Expert, the two (2) respective Experts so selected shall will select a third (3rd) Expert. If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective Experts selected by the parties fail to select a third (3rd) Expert, then the third Expert shall will be appointed selected by the AAAJAMS (“JAMS”). Any dispute to be determined by the Expert pursuant to this Section shall, at the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute to be determined by an Expert arising out of or relating to this Agreement. In the event If there is more than one (1) Expert, then the decision of Experts shall the Expert will be determined made by a majority vote. 2. An Expert must be an independent, nationally recognized consulting firm or individual with at least ten (c10) Each party shall years of experience in the lodging industry and must be entitled qualified to resolve the issue in question. An individual or consulting firm cannot be an Expert if Tenant, Manager or their Affiliates have, directly or indirectly, employed or retained such individual or consulting firm within two (2) years before the date of selection. The engagement terms for the Expert will obligate the Expert to (i) notify Tenant and Manager in writing of the Expert’s decision within forty-five (45) days after the date on which the last Expert was selected, or such other period as Tenant and Manager may agree; and (ii) establish a timetable for making submissions and replies. 3. Tenant and Manager may each make written submissions to the Expert(s), Expert and if a party makes any submission, it shall also will provide a copy to the other parties and the party. The other parties shall have the right to party may comment on such submission within the time periods established pursuant to under Section 28(e11.23.B(2). During the period beginning with the appointment of Until an Expert or the appointment of three (3) Experts pursuant to Section 28(b) and continuing until an Expert determination decision is rendered, no neither party shall may communicate with any of the Experts regarding Expert about the subject matter submitted for determination decision without disclosing the content of any such communication to the other parties. The parties shall make available to the Expert(s) such books and records relating to the issue in dispute and shall render to the Expert(s) any assistance requested of the partiesparty. The costs of the Expert(s) Expert and the proceedings shall will be borne paid as directed by the Expert(s) Expert, unless otherwise provided for hereinin this Agreement, and the Expert may direct that these costs be treated as Deductions. (d) 4. The Expert(s) shall Expert will decide the matter referred for determination by applying the terms, conditions and standards set forth specified in the relevant provisions of this Agreement. If this Agreement regarding such does not contain a standard for the matter, then the Expert will apply the standards for upper-moderate-price-sector, select-service hotels comparable to the Hotel in overall quality, and size and quality of guest rooms, facilities and amenities, considering the long term profitability of the Hotel and the operation of the Hotel in accordance with System Standards. (e) 5. The terms of engagement use of the Expert(s) shall include an obligation Expert is the exclusive remedy and neither Tenant nor Manager may attempt to adjudicate the matter in any other manner or forum. The Expert’s decision will be final and binding on the part parties and cannot be challenged, whether by arbitration, in court or otherwise. 6. The provisions of the Expert(s) to: (i) notify the parties in writing of the decision within thirty (30) business days from the date on which the Expert (or the last Expert, if there are three (3)) has been selected (or such other period as the parties may agree or as set forth herein); and (ii) establish a timetable for the making of submissions and repliesthis Section 11.23.B survive any Termination.

Expert Resolution. Where this Agreement calls for a matter to be referred to an Expert Expert(s) for determination, the following provisions shall apply:. (a) A. The use of an Expert Expert(s) shall be the exclusive remedy of the parties and no neither party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert Expert(s) shall be final and binding on the parties and shall not be capable of challenge, whether by arbitration, in court or otherwise. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote. Recognition and enforcement of any decision or award rendered by the Expert Expert(s) may be sought in any court of competent jurisdiction. (b) B. If any either party calls for a determination by an Expert Expert(s) in accordance with the terms of this Agreement, the parties shall have ten (10) days from the date of such request to agree upon and appoint an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days of such respective selections, the two (2) respective Experts so selected shall select a third (3rd) Expert. If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective Experts selected by the parties fail to select a third (3rd) Expert, then the third Expert shall be appointed by the AAAAmerican Arbitration Association. Any dispute to be determined by the Expert pursuant to this Section shall, at the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute to be determined by an Expert arising out of or relating to this Agreement. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote. (c) C. Each party shall be entitled to make written submissions to the Expert(s), and if a party makes any submission, it shall also provide a copy to the other parties party(ies) and the other parties party(ies) shall have the right to comment on such submission within the time periods established pursuant to Section 28(e). 22.5.E. During the period beginning with the appointment of an Expert or the appointment of three (3) Experts pursuant to Section 28(b) 22.5.B. and continuing until an Expert determination is rendered, no neither party shall communicate with any of the Experts regarding the subject matter submitted for determination without disclosing the content of any such communication to the other partiesparty. The parties shall make available to the Expert(s) such books and records relating to the issue in dispute and shall render to the Expert(s) any assistance requested of the parties. The costs of the Expert(s) and the proceedings shall be borne as directed by the Expert(s) unless otherwise provided for herein. (d) D. The Expert(s) shall decide the matter referred for determination by applying the terms, conditions and standards set forth in this Agreement regarding such matter. (e) E. The terms of engagement of the Expert(s) shall include an obligation on the part of the Expert(s) to: (i) notify the parties in writing of the decision within thirty (30) business days (ninety (90) days for matters referred to Expert determination under Section 2.5.C) from the date on which the Expert (or the last Expert, if there are three (3)) has been selected (or such other period as the parties may agree or as set forth herein); and (ii) establish a timetable for the making of submissions and replies.

Expert Resolution. Where this Agreement calls for a matter to be referred to an Expert Expert(s) for determination, the following provisions shall apply:. (a) A. The use of an Expert Expert(s) shall be the exclusive remedy of the parties and no neither party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert Expert(s) shall be final and binding on the parties and shall not be capable of challenge, whether by arbitration, in court or otherwise. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote. Recognition and enforcement of any decision or award rendered by the Expert Expert(s) may be sought in any court of competent jurisdiction. (b) B. If any either party calls for a determination by an Expert Expert(s) in accordance with the terms of this Agreement, the parties shall have ten (10) days from the date of such request to agree upon and appoint an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days of such respective selections, the two (2) respective Experts so selected shall select a third (3rd) Expert. If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective Experts selected by the parties fail to select a third (3rd) Expert, then the third Expert shall be appointed by the AAAAmerican Arbitration Association. Any dispute to be determined by the Expert pursuant to this Section shall, at the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute to be determined by an Expert arising out of or relating to the this Agreement. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote. (c) C. Each party shall be entitled to make written submissions to the Expert(s), and if a party makes any submission, it shall also provide a copy to the other parties party(ies) and the other parties party(ies) shall have the right to comment on such submission within the time periods established pursuant to Section 28(e). 22.5.E. During the period beginning with the appointment of an Expert or the appointment of three (3) Experts pursuant to Section 28(b) 22.5.B. and continuing until an Expert determination is rendered, no neither party shall communicate with any of the Experts regarding the subject matter submitted for determination without disclosing the content of any such communication to the other partiesparty. The parties shall make available to the Expert(s) such books and records relating to the issue in dispute and shall render to the Expert(s) any assistance requested of the parties. The costs of the Expert(s) and the proceedings shall be borne as directed by the Expert(s) unless otherwise provided for herein. (d) D. The Expert(s) shall decide the matter referred for determination by applying the terms, conditions and standards set forth in this Agreement regarding such matter. (e) E. The terms of engagement of the Expert(s) shall include an obligation on the part of the Expert(s) to: (i) notify the parties in writing of the decision within thirty (30) business days (ninety (90) days for matters referred to Expert determination under Section 2.5.C) from the date on which the Expert (or the last Expert, if there are three (3)) has been selected (or such other period as the parties may agree or as set forth herein); and (ii) establish a timetable for the making of submissions and replies.

Expert Resolution. Where this Agreement calls for a matter to be referred to an Expert for determination, the following provisions shall apply: A. In the event that either party calls for a determination by Expert pursuant to the terms hereof, the parties shall have 10 days to agree on an Expert. Each party agrees that it may not appoint an individual as an Expert if the individual is, as of the date of appointment or within 3 years prior to such date, employed by such party, either directly or as a consultant, advisor, or representative. If the parties cannot agree within such 10-day period, then each party shall have an additional ten (a10) The days to select a firm or individual and, within ten (10) days after such respective selections, the two (2) respective firms and/or individuals so selected shall select the Expert. If a party fails to make its respective selection of a firm or individual within the ten (10) day period provided for above, then the Expert selected by the other party shall select the Expert. Also, if the two (2) respective firms of individuals selected by the parties shall fail to select a third firm or individual to be an Expert, then such Expert shall be appointed by the American Arbitration Association. With respect to any issue hereunder to be referred to an Expert for determination, the use of an the Expert shall be the exclusive remedy of the parties and no neither party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert shall be final and binding on the parties and shall not be capable of challenge, whether by arbitration, in court or otherwise. Recognition and enforcement of any decision or award rendered by the Expert may be sought in any court of competent jurisdiction.; (b) If any party calls for a determination by an Expert in accordance with the terms of this Agreement, the parties shall have ten (10) days from the date of such request to agree upon and appoint an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days of such respective selections, the two (2) respective Experts so selected shall select a third (3rd) Expert. If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective Experts selected by the parties fail to select a third (3rd) Expert, then the third Expert shall be appointed by the AAA. Any dispute to be determined by the Expert pursuant to this Section shall, at the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute to be determined by an Expert arising out of or relating to this Agreement. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote. (c) B. Each party shall be entitled to make written submissions to the Expert(s)Expert, and if a party makes any submission, submission it shall also provide a copy to the other parties party and the other parties party shall have the right to comment on such submission (all within the time periods established pursuant to Section 28(e11.20.D below). During the period beginning with the appointment of an Expert or the appointment of three (3) Experts pursuant to Section 28(b) and continuing until an Expert determination is rendered, no party shall communicate with any of the Experts regarding the subject matter submitted for determination without disclosing the content of any such communication to the other parties. The parties shall make available to the Expert(s) such Expert all books and records relating to the issue in dispute and shall render to the Expert(s) Expert any assistance requested of the parties. The costs of the Expert(s) Expert and the proceedings shall be borne as directed by the Expert(s) Expert unless otherwise provided for herein.. The Expert may direct that such costs be treated as an Operating Expense; (d) C. The Expert(s) Expert shall decide make its decision with respect to the matter referred for determination by applying the terms, conditions and standards standard set forth in this Agreement regarding such matter.. If this Agreement does not contain a specific standard regarding such matter, then the Expert shall apply the standards applicable to first-class hotels in accordance with the Operating Standard, taking into consideration the long-term profitability of the Hotel and the requirement that the Hotel be managed, operated and maintained in accordance with the Operating Standard; and (e) D. The terms of engagement of the Expert(s) Expert shall include an obligation on the part of the Expert(s) Expert to: (i) notify the parties in writing of the its decision within thirty forty-five (3045) business days from the date on which the Expert (or the last Expert, if there are three (3)) has been selected (or such other period as the parties may agree or as set forth herein); and (ii) establish a timetable for the making of submissions and replies.

Expert Resolution. Where this Agreement calls for If Section 2.8.1 or 2.8.2 provides that a matter to Committee Matter will be referred to resolved by an Expert for determinationPanel in accordance with this Section 2.8.3, then, upon the written request of either Party, such Committee Matter shall be resolved by final, binding expert determination using the following provisions shall applyprocedure: (a) The use of an Expert Each Party shall be select one Third Party expert who is neutral, disinterested and impartial, and has experience relevant to the exclusive remedy specific subject matter of the parties and no party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert shall be final and binding on the parties and shall not be capable of challengereferred Committee Matter, whether by arbitration, in court or otherwise. Recognition and enforcement of any decision or award rendered by the Expert may be sought in any court of competent jurisdiction. (b) If any party calls for a determination within [...***...] after either Party requests resolution by an Expert in accordance with the terms of this AgreementPanel (each, the parties shall have ten (10) days from the date of such request to agree upon and appoint an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an “Expert, and within ten (10) days of such respective selections, the two (2) respective Experts so selected shall select a third (3rd) Expert”). If either party fails to make its respective selection of an Expert within the specified period, then the other party’s selection shall be the Expert. If the two (2) respective The Experts selected by the parties fail to Parties shall jointly select a third Expert within three days thereafter (3rd) Expertthe three Experts together, then the “Expert Panel”). If the Experts selected by the Parties are unable to agree on the identity of the third party within [...***...] of the date on which the Parties refers such matter to them pursuant to this paragraph (a), the third Expert shall be appointed by the AAAICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce. (b) Within [...***...] after the Expert Panel has been selected, each Party shall provide to the Expert Panel and the other Party a written report setting forth its position on the referred Committee Matter. Any dispute to be determined Each Party may update its own report within [...***...] after receiving the other Party’s report. If requested by the Expert pursuant to this Section shallPanel, at each Party shall make oral submissions based on its written report and each Party shall have the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with any dispute right to be determined by an Expert arising out of or relating to this Agreement. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority votepresent during any such oral submissions. (c) Each party Within [...***...] after receiving the last report or, if requested by the Expert Panel, the oral submissions, the Expert Panel shall select one Party’s position on the referred Committee Matter as its final decision. The Expert Panel shall not have the authority to modify either Party’s position or to render any substantive decision other than to select one Party’s position on the referred Committee Matter as set forth in such Party’s written report most recently submitted to the Expert Panel (i.e., the version initially submitted, if not subsequently revised or as most recently revised in accordance with Section 2.8.3(b), if applicable). The decision of the Expert Panel shall be entitled to make written submissions to the Expert(s)Parties’ sole, exclusive and binding resolution of the referred Committee Matter, and if a party makes any submission, it the Expert’s decision shall also provide a copy to become the other parties and the other parties shall have the right to comment on such submission within the time periods established pursuant to Section 28(e). During the period beginning with the appointment of an Expert or the appointment of three (3) Experts pursuant to Section 28(b) and continuing until an Expert determination is rendered, no party shall communicate with any decision of the Experts regarding JSC on the subject matter submitted for determination without disclosing the content of any such communication to the other parties. The parties shall make available to the Expert(s) such books and records relating to the issue in dispute and shall render to the Expert(s) any assistance requested of the parties. The costs of the Expert(s) and the proceedings shall be borne as directed by the Expert(s) unless otherwise provided for hereinmatter. (d) The Expert(s) costs and fees of the Expert Panel shall decide be shared equally by the matter referred for determination by applying Parties. Each Party shall bear its own costs of participating in the terms, conditions and standards set forth in this Agreement regarding such matterproceeding. (e) The terms of engagement of the Expert(s) Parties shall include an obligation on the part of the Expert(s) to: (i) notify the parties in writing of the decision within thirty (30) business days from the date on which use, and shall direct the Expert Panel to use, Diligent Efforts to resolve the referred Committee Matter within [...***...] after either Party requests such resolution. (or f) Unless otherwise mutually agreed upon by the last ExpertParties, the in-person portion (if there are three (3)any) has been selected (or of such other period as the parties may agree or as set forth herein); and (ii) establish a timetable for the making of submissions and repliesproceedings shall be conducted in Brussels, Belgium.

Expert Resolution. Where Notwithstanding anything contained in this Agreement calls to the contrary, whenever (i) a provision of this Agreement expressly provides for submission of a matter dispute for resolution by an Expert, or (ii) a dispute, claim, difference or issue arising under this Agreement relates to the proper inclusion or exclusion of items from Gross Revenues or Operating Expenses or the proper computation of any Management Fees or any Reimbursable Expenses, such dispute shall be referred to resolved by an Expert for determination, the following provisions shall apply: (a) The use selected in accordance with this Section 19.1. All decisions of an Expert shall be the exclusive remedy of the parties and no party shall attempt to adjudicate any dispute in any other forum. The decision of the Expert Expert, absent fraud, shall be final and binding on the parties Parties (without appeal or review) and shall not be capable of challenge, whether by arbitration, in court or otherwise. Recognition and enforcement of any decision or award rendered by the Expert may be sought enforceable in any court of competent jurisdiction. (bi) If any party calls for In the event of a determination dispute under this Agreement which requires resolution by an Expert (as specified in accordance with this Agreement), the complaining Party shall give written notice to the other Party that a dispute exists. Such notice shall also indicate that the dispute requires resolution by an Expert under the terms of this Agreement. Within five (5) days following delivery of such notice, the parties Parties shall use commercially reasonable efforts to agree upon a Qualified Person to act as the Expert for the dispute in question. If the Parties are unable to agree upon a Qualified Person to act as the Expert during such five (5) day period, each Party shall have five (5) days to select a Qualified Person. The two (2) Qualified Persons so selected by each Party shall then have ten (10) days from the date of such request to agree upon and appoint an Expert and, if they fail to agree, each party shall have an additional ten (10) days to make its respective selection of an Expert, and within ten (10) days of such respective selections, the two (2) respective Experts so selected shall select a third (3rd) Qualified Person to be the sole Expert. If either party Party fails to make its respective selection of an Expert a Qualified Person within the specified periodfive (5) day period described above, then the other partyParty’s selection shall be appointed to act as the Expert. If the two (2) respective Experts Qualified Persons so selected by the parties shall fail to select a third (3rd) ExpertQualified Person to act as the Expert within the ten (10) day period described above, then the third Nevada office of JAMS shall appoint a Qualified Person to act as the sole Expert. Notwithstanding anything in this Agreement to the contrary, either Party, in its sole discretion, may waive any of the Qualified Person requirements and permit an individual proposed by the other Party who does not meet some or all of the Qualified Person requirements to serve as an Expert. (ii) Following the selection of the Expert, the Expert shall be appointed establish how to best conduct the resolution process to resolve the dispute and to provide each side with the opportunity to fairly present their position, including what evidence to consider, whether to allow written submissions, and whether to hold a hearing, subject to the following: (1) the Expert shall have the power to demand from either Party whatever information in that Party’s possession that the Expert reasonably deems necessary to resolve the dispute; (2) except as specifically requested by the AAA. Any dispute to Expert, the Parties shall not present any material evidence that was not shared with the other Party during the Expert resolution procedure; and (3) no discovery shall be determined conducted unless requested by the Expert pursuant to this Section shall, at in its discretion. If the request of either party, be resolved in a single Expert proceeding before the same Expert(s) together with Parties do make any dispute to be determined by an Expert arising out of or relating to this Agreement. In the event there is more than one (1) Expert, then the decision of Experts shall be determined by a majority vote. (c) Each party shall be entitled to make written submissions to the Expert(s)Expert, and if a party makes any submission, it the Parties shall also provide a copy of their submission to the other parties Party and the other parties Party shall have the right to comment on respond in writing to such submission within the time periods established pursuant to Section 28(e). During the period beginning with the appointment of an Expert or the appointment of three (3) Experts pursuant to Section 28(b) and continuing until an Expert determination is rendered, no party shall communicate with any of the Experts regarding the subject matter submitted for determination without disclosing the content of any such communication to the other partiessubmission. The parties Parties shall make available to the Expert(s) such Expert all books and records relating to the issue in dispute and any other information reasonably requested by the Expert, and shall render to the Expert(s) Expert any assistance requested of the partiesParties. The costs Expert shall establish a timetable for the making of such submissions and replies with the Expert(s) objective of resolving the dispute as quickly and the efficiently as reasonably possible. The location of any Expert resolution proceedings shall be borne as directed in Las Vegas, Nevada, unless otherwise agreed by the Expert(s) unless otherwise provided for hereinParties. (diii) The Expert(s) Expert shall decide the matter referred for determination by applying the terms, conditions and standards set forth in this Agreement regarding such matter. (e) The terms of engagement of the Expert(s) shall include an obligation on the part of the Expert(s) to: (i) notify the parties Parties in writing of the his/her decision within thirty (30) business days from the date on which the Expert (or the last Expert, if there are three (3)) has been selected (selected, or such other period as the parties Parties and the Expert may agree or as set forth herein)agree. (iv) The cost of the Expert shall be an Operating Expense; provided, however, that (a) if the Expert determines that Manager is the substantially prevailing party, such cost shall also be an “extraordinary charge” for the purposes of calculation of EBITDAM, and (iib) establish a timetable if the Expert determines that Resort Owner is the substantially prevailing party, such cost shall not be an “extraordinary charge” for the making purposes of submissions and repliescalculation of EBITDAM.