INDEMNIFICATION; ARBITRATION. 25 Section 9.1. Indemnification.......................................25 Section 9.2. Method of Asserting Indemnification Claims............25 Section 9.3. Arbitration...........................................28 ARTICLE X MISCELLANEOUS.................................................29 Section 10.1. Fees and Transaction Costs...........................29 Section 10.2. Reporting Entity for the Common Stock................29 Section 10.3. Brokerage............................................29 Section 10.4. Notices..............................................30 Section 10.5. Assignment...........................................31 Section 10.6. Amendment; No Waiver.................................31 Section 10.7. Annexes and Exhibits; Entire Agreement...............31 Section 10.8. Survival.............................................31 Section 10.9. Severability.........................................31
INDEMNIFICATION; ARBITRATION. (a) In the event that Employee is required to institute or join in any legal action or arbitration proceeding to obtain or enforce, or to defend the validity or enforceability of, any contemplated or actual payment of compensation or benefits under this Agreement, Employer will, if Employee prevails in such action or proceeding, pay all actual legal fees and expenses incurred by Employee.
(b) Employee shall have the right, in his sole discretion, to demand arbitration of any substantive claim he may have against Employer for any compensation or benefits due under this Agreement. Such arbitration shall be conducted in St. Louis, Missouri, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any arbitration award may be entered in any court having jurisdiction. In the event of concurrent arbitration and court proceedings relating to this Agreement, the arbitration will not be stayed pending the conclusion of any court proceedings.
INDEMNIFICATION; ARBITRATION. 46 Section 9.1 Indemnification.............................................................................46 Section 9.2 Method of Asserting Indemnification Claims..................................................47 Section 9.3 Arbitration.................................................................................49
INDEMNIFICATION; ARBITRATION. (a) In the event that Employee is required to institute or join in any legal action or arbitration proceeding to obtain or enforce, or to defend the validity or enforceability of, any contemplated or actual payment of compensation or benefits under this Agreement, Employer will, if Employee substantially prevails in such action or proceeding, as determined by the arbitrator or court, pay all actual legal fees and expenses incurred by Employee.
(b) Employee shall have the right, in his sole discretion, to demand arbitration of any substantive claim he may have against Employer for any compensation or benefits due under this Agreement. Such arbitration shall be conducted in St. Louis, Missouri, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any arbitration award may be entered in any court having jurisdiction. In the event of concurrent arbitration and court proceedings relating to this Agreement, the arbitration will not be stayed pending the conclusion of any court proceedings.
INDEMNIFICATION; ARBITRATION. 21 SECTION 6.1. INDEMNIFICATION..........................................21 SECTION 6.2. ARBITRATION..............................................22
INDEMNIFICATION; ARBITRATION. 27 Section 9.1. Indemnification..........................................27 Section 9.2. Method of Asserting Indemnification Claims...............27 Section 9.3. Arbitration..............................................30 ARTICLE X MISCELLANEOUS..................................................31 Section 10.1. Fees and Transaction Costs...............................31 Section 10.2. Reporting Entity for the Common Stock....................32 Section 10.3. Brokerage................................................32
INDEMNIFICATION; ARBITRATION. 38 SECTION 8.1 Indemnification..................................................................38 SECTION 8.2 Arbitration......................................................................41 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER.........................................................42 SECTION 9.1 Termination......................................................................42 SECTION 9.2 Effect of Termination............................................................43 SECTION 9.3 Amendment........................................................................43
INDEMNIFICATION; ARBITRATION. 12.1 The Purchaser and the Stockholders shall each be entitled to be indemnified and held harmless by the other party with respect to any and all Losses (as defined in the Allocation Agreement) resulting from or arising out of any breach of the representations, warranties and covenants contained in this Agreement or the other Transaction Documents subject to and in accordance with the terms and conditions of Section 6 of the Allocation Agreement.
12.2 If Purchaser and Equity Holders' Representative or the members of the Audit Team are unable to resolve any dispute with respect to the calculation of the STG Business Revenues or the amount of the Performance Consideration, the dispute shall be settled by arbitration. The venue for any such arbitration shall be Wilmington, Delaware, or such other location as the parties may mutually agree. Except as expressly set forth herein, all proceedings under this Section 12.2 shall be undertaken in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") then in force. Only individuals who are (i) accountants engaged full-time in the practice of accounting, and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. There shall be one arbitrator who shall be chosen in accordance with the rules of the AAA. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusion of law. Judgment on the written award may be entered and enforced in any court of competent jurisdiction. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided, however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, arbitrator's fees and expenses will be borne equally by the parties thereto.
INDEMNIFICATION; ARBITRATION. Section 9.1. Indemnification.....................................
INDEMNIFICATION; ARBITRATION
