Common use of Informal Dispute Resolution Clause in Contracts

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration), the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration), the Parties parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties parties shall proceed informally, as follows: (i) Upon the written request of either Partyparty, each Party party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 23.3 was not followed or completed). (d) This Section 11.2 23.3 shall not be construed to prevent a Party party from instituting, and a Party party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)23.6.

Informal Dispute Resolution. (a) Prior A Dispute will first be referred to the initiation Steering Committee for resolution. In the event of formal dispute resolution procedures a Dispute, the Party seeking recourse must first send notice of the Dispute (i.e.a “Dispute Notice”) to the other Party (i) reasonably describing the nature of the Dispute and the outcome desired by the notifying Party, arbitration)and (ii) requesting referral to the Steering Committee for good faith negotiations and resolution. (b) Following referral of the matter to the Steering Committee, the Parties shall first attempt will cause the Steering Committee to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information Information with respect to the matter in issue that Dispute which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve resolution of the dispute without the necessity of any formal proceedingDispute. (iiic) During the course of discussionthe negotiation, subject to the Parties’ respective confidentiality obligations and subject to the provisions of Article VII, all reasonable requests made by one either Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall Information will be honored so in order that each the members of the Parties Steering Committee may be fully advised of in the other's position. (iv) matter. The specific format for the Steering Committee’s discussions shall and negotiations will be left to the discretion of the designated representatives. (b) Prior Steering Committee but may include the preparation of agreed upon statements of fact or written statements of position furnished to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)other Party. (d) This Section 11.2 shall not be construed to prevent a Party from institutingExcept as otherwise independently discoverable, and a Party is authorized to institutenothing said or disclosed, formal proceedings earlier to avoid nor any document produced, in the expiration course of any applicable limitations periodnegotiations, conferences or discussions to settle a Dispute pursuant to this Section 8.2 will be offered or received as evidence or used for impeachment or for any other purpose, but will be considered to have been disclosed for settlement purposes only. (e) If the Steering Committee does not agree to a resolution of a Dispute within 30 days after the referral of the matter to it, the Parties will seek to resolve such Dispute by mediation administered by AAA and AAA Rules. The Parties will bear equally the costs of the mediation. If the Dispute has not been resolved through mediation within 90 days after the date of service of the Dispute Notice, or such longer period as the Parties may mutually agree in writing (the “Mediation Period”), each Party may refer the dispute to preserve a superior position binding arbitration in accordance with respect to other creditors or as provided in Section 11.6(a)8.3.

Informal Dispute Resolution. (a) Any dispute between the parties arising out of or with respect to this Agreement, either with respect to the interpretation of any provision of this Agreement or with respect to the performance by ActaMed or SBCL, shall be resolved as provided in this Article. 1. Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, a. The Representatives for each Party party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives . They shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives Representatives shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. (iii) . During the course of discussionnegotiations, all reasonable requests made by one Party party to another for non-privileged non-confidential information nonprivileged information, reasonably related to this Agreement Agreement, shall be honored so in order that each of the Parties parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedingsb. If, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than within fifteen (15) daysdays after a matter has been identified for resolution pursuant to this Section XV, either of the Representatives concludes in good faith that amicable resolution through continued negotiation in this forum does not appear likely, the matter will be escalated by formal written notification to the SBCL President and the ActaMed President. The parties will use their respective best efforts to cause the SBCL President and the ActaMed President to meet to attempt to resolve the dispute. (c) Subject to Subsection (b), formal c. Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: : (i) The designated representatives concluding the date on which the SBCL President and the ActaMed President conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or or (ii) Thirty thirty (30) days after the initial written request dispute has been referred to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in SBCL President and the ActaMed President. 2. The provisions of this Section 11.2 was not followed or completed). (d) This Section 11.2 XV shall not be construed to prevent a Party party from instituting, and a Party party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSections 21.1(b) and 21.1(c), the Parties parties initially shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsin accordance with the following: (i) Upon the written request notice by a party to the other party of either Partya dispute (“Dispute Date”), each Party party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this AgreementAgreement or such SOW, as applicable, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party a party to another the other for non-legally privileged non-confidential information reasonably related to this Agreement shall be honored so in order that each of the Parties a party may be fully advised of the other's ’s position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives.. D&B/Acxiom Confidential Information -84- (b) Prior After twenty-five (25) days following the Dispute Date and prior to instituting formal proceedingscommencement of any litigation as permitted under Section 21.1(c), either party may initiate mediation of the Parties will first have their chief executive officers meet dispute by submitting to discuss the disputeAmerican Arbitration Association (“AAA”) and to the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. This requirement The parties shall not delay cooperate with AAA and each other in the institution mediation process. The mediation shall be conducted in accordance with the AAA Commercial Mediation Procedures. Upon commencement of formal proceedings past any statute litigation as permitted under Section 21.1(c), either party, upon notice to AAA and to the other party, may terminate the mediation process. Each party shall bear its own expenses in the mediation process and shall share equally the charges of limitations expiration or for more than fifteen (15) daysAAA. (c) Subject Either party may file legal proceedings to Subsection (b)resolve such dispute, formal proceedings for the resolution of a dispute may not be commenced until upon the earlier ofto occur of any of the following: (i) The the designated representatives concluding in good faith mutually conclude that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty thirty-five (35) days have elapsed from the Dispute Date if neither party has requested mediation under Section 21.1(b), or sixty (60) days have elapsed from the Dispute Date if either party has requested mediation within thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection Dispute Date (a), above, (this period these periods shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 21.1 was not followed or completed). (d) This Notwithstanding the previous in this Section 11.2 shall not be construed 21.1, either party will have the right to prevent apply at any time to a Party from institutingjudicial authority for appropriate injunctive relief (or other interim or conservatory measures), and including (i) as provided in Section 22.11, (ii) if a Party party makes a good faith determination that a breach of the Agreement by the other party is authorized to institutesuch that a temporary restraining order or other injunctive relief is necessary, formal proceedings earlier or (iii) to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors or creditors. The informal dispute resolution procedure described above in these Sections 21.1(a) and 21.1(b) shall not be suspended due to any party’s commencing litigation, as provided in this Section 11.6(a21.1(d).

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSections 18.1(b) and 18.1(c), the Parties parties initially shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsin accordance with the following: (i) Upon the written request notice by a party to the other party of either Partya dispute (“Dispute Date”), each Party party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party a party to another the other for non-legally privileged non-confidential information reasonably related to this Agreement shall be honored so in order that each of the Parties a party may be fully advised of the other's ’s position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior After twenty-five (25) days following the Dispute Date and prior to instituting formal proceedingscommencement of any litigation as permitted under Section 18.1(c), either party may initiate mediation of the Parties will first have their chief executive officers meet dispute by submitting to discuss JAMS® (the disputedispute mediation entity, “DM”) and to the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. This requirement The parties shall not delay cooperate with DM and each other in the institution mediation process. The mediation shall be conducted in accordance with the applicable practices and procedures of formal proceedings past any statute DM. Upon commencement of limitations expiration or for more than fifteen (15) dayslitigation as permitted under Section 18.1(c), either party, upon notice to DM and to the other party, may terminate the mediation process. Each party shall bear its own expenses in the mediation process and shall share equally the charges of DM. (c) Subject to Subsection (b), formal proceedings for the resolution Litigation of a dispute may not be commenced until by either party upon the earlier ofto occur of any of the following: (i) The designated representatives concluding in good faith mutually conclude that amicable resolution through continued negotiation of the matter does not appear likely; or; (ii) Thirty Thirty-five (35) days have elapsed from the Dispute Date if neither party has requested mediation under Section 18.1(b), or sixty (60) days have elapsed from the Dispute Date if either party has requested mediation within thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection Dispute Date (a), above, (this period these periods shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 18.1 was not followed or completed).; or (diii) This Section 11.2 shall not be construed to prevent Commencement of litigation is deemed appropriate by a Party from instituting, and a Party is authorized to institute, formal proceedings earlier party to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors creditors, or a party makes a good faith determination, including as provided in Section 11.6(a)19.7 respecting Capital One, that a breach of this Agreement by the other party is such that a temporary restraining order or other injunctive relief is necessary.

Informal Dispute Resolution. (a) Any dispute between the parties arising out --------------------------- of or with respect to this Agreement, either with respect to the interpretation of any provision of this Agreement or with respect to the performance by Philips or MedQuist, shall be resolved as provided in this Section 11.2. Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (iA) Upon Representatives for each party (designated within 30 days after notice of the written request of either Party, each Party dispute is given (the "Representatives")) shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives . They shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives Representatives shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion. If, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than within fifteen (15) days. days after a matter has been identified for resolution pursuant to this Section 11.2, either of the Representatives concludes in good faith that amicable resolution through continued negotiation by them does not appear likely, the matter shall be referred to the Supervisory Committee of the Board of Directors of MedQuist upon formal written notification to such effect by either Representative (c) Subject to Subsection (bprovided such Supervisory Committee is then in existence), in an attempt to mediate the dispute; in case such mediation fails, the matter will be escalated by formal written notification to the respective chief executive officers of the Parties. The parties will use their respective best efforts to cause the MedQuist CEO and the Philips CEO to meet to attempt to resolve the dispute. Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: : (i) The designated representatives concluding the date on which the MedQuist CEO and the Philips CEO conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or or (ii) Thirty thirty (30) days after the initial written request dispute has been referred to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in MedQuist CEO and the Philips CEO. The provisions of this Section 11.2 was not followed or completed). (d) This Section 11.2 11 shall not be construed to prevent a Party party from instituting, and a Party party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior The Dispute resolution process will begin with a written notice from one Party to the initiation other (a “Dispute Notice”), (i) reasonably describing the nature of formal dispute resolution procedures the Dispute and the outcome desired by the notifying Party and (i.e., arbitration)ii) requesting the formation of the Governance Committee and referral of the Dispute to the Governance Committee for good faith negotiations and resolution. (b) Following referral of the matter to the Governance Committee, the Parties shall first attempt will cause the Governance Committee to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information Information with respect to the matter in issue that Dispute which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve resolution of the dispute without the necessity of any formal proceedingDispute. (iiic) During the course of discussionthe negotiation, subject to the Parties’ respective confidentiality obligations and subject to the provisions of Article VI, all reasonable requests made by one either Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall Information will be honored so in order that each the members of the Parties Governance Committee may be fully advised of in the other's position. (iv) matter. The specific format for the Governance Committee’s discussions shall and negotiations will be left to the discretion of the designated representatives. (b) Prior Governance Committee but may include the preparation of agreed upon statements of fact or written statements of position furnished to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)other Party. (d) This If the Governance Committee does not agree to a resolution of a Dispute within 30 days following the receipt of the Dispute Notice given under Section 11.2 shall not be construed 7.2(a), or if a resolution agreed to prevent by the Governance Committee fails to resolve the Dispute, a Party may by formal notice pursuant to Section 8.6 refer the Dispute for resolution by the Chief Executive Officer (“CEO”) of each Party, each of whom will have the authority to resolve the Dispute on behalf of their respective Party. The Parties’ CEOs will promptly meet in person or by phone to attempt to resolve the Dispute in good faith. (e) If the Dispute has not been resolved by the Parties’ CEOs within 30 days following delivery of the formal notice given under Section 7.2(d), either Party may submit the Dispute for resolution by mediation. The mediation will be conducted in Canton, Ohio by a single mediator from institutingJAMS. The Parties will mutually select the mediator from the JAMS neutral panelists list. If the Parties do not agree on the selection of the mediator within 30 days following receipt by the Parties of the list of panelists, the mediator will be selected from the list of neutral panelists pursuant to the rules for selection of arbitrators in the JAMS Comprehensive Arbitration Rules and Procedures. The mediator will have 30 days from the date the Dispute is submitted to him or her (or such longer period as the Parties may mutually agree in writing) (the “Mediation Period”) to attempt to resolve the dispute, and a the Parties will cooperate fully in the mediation process. The Parties will share equally the costs, fees and expenses of the mediator and any payments to JAMS for such mediation. If the Dispute has not been resolved through mediation within the Mediation Period, each Party is authorized may refer the dispute to institutearbitration in accordance with Section 7.3. (f) Except as otherwise independently discoverable, formal proceedings earlier to avoid nothing said or disclosed, nor any document produced, in the expiration course of any applicable limitations periodnegotiations, conferences or discussions to preserve settle a superior position with respect Dispute pursuant to this Section 7.2 will be offered or received as evidence or used for impeachment or for any other creditors or as provided purpose in any proceedings (including the arbitration proceedings contemplated in Section 11.6(a7.3), but will be considered to have been disclosed for settlement purposes only.

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSection 26.1(b), the Parties shall first initially will attempt to resolve their any dispute at arising out of or relating to this Agreement informally in accordance with the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsfollowing: (i) Upon Within ten (10) days after a Party receives notice of a dispute from the written request other Party (“Dispute Date”), it will designate a senior representative (i.e., a person whose rank within the company is superior to, in the case of either PartySupplier, each Party shall appoint a designated representative the Client Partner, and in the case of Health Net, the Health Net Program Manager) who does not otherwise devote substantially full all of his time to performance under this Agreement, whose task it who will be offer to meet with the designated senior representative of the other Party for the purpose of endeavoring attempting to resolve such disputethe dispute amicably. (ii) The designated appointed representatives shall will meet as often as the Parties reasonably deem necessary in order promptly to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem dispute and attempt to resolve the dispute it without the necessity of any formal proceeding. (iii) . They will meet as often as the Parties deem necessary in order that each Party may be fully advised of the other’s position. During the course of discussion, all reasonable requests made by one Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall the matters in dispute will be honored so that each of the Parties may be fully advised of the other's positionpromptly. (iviii) The specific format for the discussions shall will be left to the discretion of the designated appointed representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the Formal dispute resolution of a dispute may not be commenced until by a Party upon the earlier offirst to occur of any of the following: (i) The designated the appointed representatives concluding conclude in good faith that amicable resolution of the dispute through continued negotiation of the matter does not appear likely; or; (ii) Thirty thirty-five (3035) days after have passed from the initial written request to appoint a designated representative pursuant to Subsection (a), above, Dispute Date (this period shall will be deemed to run notwithstanding any claim that the process described in this Section 11.2 26.1 (Informal Dispute Resolution) was not followed or completed).; or (diii) This Section 11.2 shall not be construed to prevent commencement of formal dispute resolution is deemed appropriate by a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors creditors, or a Party makes a good faith determination, including as provided in Section 11.6(a26.4 (Equitable Remedies), that a breach of this Agreement by the other Party is such that a temporary restraining order or other injunctive or conservatory relief is necessary.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration), the The Parties shall first attempt to resolve their dispute at Dispute informally in the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsfollowing manner: (ia) Upon Either Party may submit the written request of either PartyDispute to the SOW Managers, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives which shall meet as often as the Parties reasonably deem necessary in order to gather and furnish analyze any information relevant to the other all information with respect to resolution of the matter in issue that the Parties believe to be appropriate and germane in connection with its resolutionDispute. The representatives SOW Managers shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceedingDispute. (iiib) If the SOW Managers are unable to resolve the Dispute within fifteen (15) days, or otherwise determine in good faith that resolution through continued discussions by the SOW Managers does not appear likely, the matter shall be referred to the applicable Service Delivery Management Committee. (c) If the applicable Service Delivery Management Committee is unable to resolve the Dispute within thirty (30) days, or otherwise determines in good faith that resolution through continued discussions by the applicable Service Delivery Management Committee does not appear likely, the matter shall be referred to the applicable Steering Committee to negotiate a resolution of the Dispute. Xxxxxxx Confidential/Proprietary Materials (d) During the course of discussionnegotiations, all reasonable requests made by one Party to another the other for non-privileged non-confidential information information, reasonably related to this Agreement the Dispute, shall be honored so in order that each of the Parties may be fully advised of the other's ’s position. (ive) The specific format for the discussions shall be left to determined at the discretion of the designated representativesSOW Managers, the applicable Service Delivery Management Committee or the applicable Steering Committee but may include the preparation of agreed upon statements of fact or written statements of position. (bf) Prior Proposals made during the informal proceedings described in this ARTICLE 20 between the Parties shall be privileged, confidential and without prejudice to instituting a Party’s legal position in any formal proceedings. All such proposals and information, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement as well as any conduct during such proceedings, shall not delay the institution of formal proceedings past be considered settlement discussions and proposals, and shall be inadmissible in any statute of limitations expiration or for more than fifteen (15) dayssubsequent proceedings. (cg) Subject The foregoing shall not prohibit either Party from applying to Subsection a court or other tribunal having jurisdiction to: (a) seek provisional or temporary injunctive relief in response to an actual or impending breach of the Agreement or otherwise so as to avoid irreparable damage or maintain the status quo, until the Dispute is otherwise resolved; (b)) take any other action to resolve the Dispute, formal proceedings for whether or not permitted by or in conflict with the Dispute resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). 20.2, if the action is specifically agreed to in writing by the parties; (dc) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, ; or (d) to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)creditors.

Informal Dispute Resolution. (a) Prior to the initiation of formal --------------------------- dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon the written request of either Party, each Party The Premiere Representatives and WorldCom Representatives shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) . The designated representatives Representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties believe to be appropriate and germane in connection with its resolution. The representatives Representatives shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. (iii) . During the course of discussionnegotiations, all reasonable requests made by one Party to another for non-privileged non-confidential information nonprivileged information, reasonably related to this Agreement Agreement, shall be honored so in order that each of the Parties may be fully advised of the other's position. (iv) . The specific format for the discussions shall be left to the discretion of the designated representativesRepresentatives, but may include the preparation of agreed-upon statements of fact or written statements of position. (b) Prior to instituting formal proceedingsIf the Representatives conclude in good faith that amicable resolution through continued negotiation in this form does not appear likely, the Parties matter will first have their chief executive officers be escalated by formal written notification to a joint panel of Premiere and WorldCom senior officers. This panel will meet as required to discuss attempt to resolve the dispute. This requirement shall not delay The number and nature of the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) dayssenior officers will depend on the issues in dispute, but will include those senior officers with authority to resolve all matters in dispute. At either Party's election this panel will be facilitated by an external facilitator designated by both Parties. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives the panel referred to in Subsection 8(b) above concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that negotiate the process described in this Section 11.2 was not followed or completed). (d) dispute. This Section 11.2 provision shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors creditors, or as provided in Section 11.6(a).Sections 8.5 and 10.2

Informal Dispute Resolution. (a) Any dispute between the parties arising out of or with respect to this License Agreement, either with respect to the interpretation of any provision of this Agreement or with respect to the performance by ActaMed or SBCL, shall be resolved as provided in this Article. 12.1.1 Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon The Representatives (as defined in the written request of either Party, Services Agreement) for each Party party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives . They shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives Representatives shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. (iii) . During the course of discussionnegotiations, all reasonable requests made by one Party party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position.nonprivileged information, reasonably (ivii) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedingsIf, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than within fifteen (15) daysdays after a matter has been identified for resolution pursuant to this Article, either of the Representatives concludes in good faith that amicable resolution through continued negotiation in this forum does not appear likely, the matter will be escalated by formal written notification to the SBCL President and the ActaMed President (both as defined in the Services Agreement). The parties will use their respective best efforts to cause the SBCL President and the ActaMed President to meet to attempt to resolve the dispute. (ciii) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: : (i) The designated representatives concluding the date on which the SBCL President and the ActaMed President conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or or (ii) Thirty thirty (30) days after the initial written request dispute has been referred to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)SBCL President and the ActaMed President. (d) This Section 11.2 12.1.2 The provisions of this Article 12 shall not be construed to prevent a Party party from instituting, and a Party party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration), the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon 22.1 At the written request of either Party, each the Parties will attempt to resolve any dispute arising under or relating to this Agreement through the informal means described in this Section. Each Party shall will appoint a designated senior management representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it Agreement (the "Arbitration Representative"). Each Arbitration Representative will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all non-privileged information with respect to the matter in issue dispute that the Parties believe to be appropriate and germane in connection with its resolutiongermane. The representatives shall discuss the problem and attempt Arbitration Representatives will negotiate in an effort to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a the dispute may not be commenced until the earlier of: until: (i) The the designated representatives concluding in good faith conclude that amicable resolution through continued negotiation of the matter does not appear likely; or or (ii) Thirty thirty (30) calendar days after have passed since the initial written request to appoint a designated representative pursuant to Subsection (a)negotiate the dispute was made; provided, abovehowever, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings may file earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors creditors, or to apply for interim or equitable relief. 22.2 Any question or dispute arising out of or relating to this Agreement not resolved pursuant to Section 24.1 will be settled by arbitration administered by the Canadian Arbitration Association in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Large, Complex Disputes, and judgment on the award may be entered in any court having jurisdiction thereof or over the applicable Party or its assets. There will be three (3) arbitrators; one (1) selected by each Party and the two so selected will select a third arbitrator. The third arbitrator will meet the qualification criteria to serve as provided an arbitrator in Section 11.6(a)the Large, Complex Case Dispute Resolution Program and will serve as chairman of the arbitration. The Expedited Procedures will apply. The arbitrators will have no authority to award any damages that are excluded by the terms and conditions of this Agreement. Either Party will have the right to apply at any time to a judicial authority for appropriate injunctive or other interim or provisional relief, and will not by doing so be deemed to have breached its agreement to arbitrate or to have affected the powers reserved to the arbitrators.

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSection 20.1(b), the Parties initially shall first attempt to resolve their the dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsin accordance with the following: (i) Upon the written request notice by a Party to the other Party of either Partya dispute ("Dispute Date"), each Party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that dispute which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one a Party to another the other for non-privileged non-confidential information information, reasonably related to this Agreement the dispute, shall be honored so in order that each of the Parties a Party may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution Litigation of a dispute may not only be commenced until by either Party upon the earlier ofto occur of any of the following: (i) The the designated representatives concluding conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or; (ii) Thirty thirty (30) days after have elapsed from the initial written request to appoint a designated representative pursuant to Subsection (a), above, Dispute Date (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 20.1 was not followed or completed).; or (diii) This Section 11.2 shall not be construed to prevent commencement of litigation is reasonably deemed appropriate by a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors creditors, or as provided in Section 11.6(a)a Party makes a good faith determination that a temporary restraining order or other injunctive relief is necessary with respect to this Agreement.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e.The Parties may, arbitration)by mutual agreement, the Parties shall first attempt to resolve their dispute at informally in the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsfollowing manner: (ia) Upon Either Party may submit the written request of either Partydispute to the Executive Committee, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it which will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish analyze any information relevant to the other all information with respect to resolution of the matter in issue that the Parties believe to be appropriate and germane in connection with its resolutiondispute. The representatives shall discuss the problem and attempt Executive Committee will negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceedingdispute. (iiib) During the course of discussionnegotiations, all reasonable requests made by one Party to another the other for non-privileged non-confidential information information, reasonably related to this Agreement shall the dispute, will be honored so in order that each of the Parties may be fully advised of the other's ’s position. (ivc) The specific format for the discussions shall will be left to determined at the discretion of the designated representatives. (b) Prior to instituting formal proceedingsExecutive Committee, but may include the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution preparation of formal proceedings past any statute agreed upon statements of limitations expiration fact or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution written statements of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)position. (d) This Section 11.2 shall Proposals and information exchanged during the informal proceedings described in this Article between the Parties will be privileged, confidential and without prejudice to a Party’s legal position in any formal proceedings. All such proposals and information, as well as any conduct during such proceedings, will be considered settlement discussions and proposals, and will be inadmissible in any subsequent proceedings. (e) In the event of a dispute that cannot be construed resolved by business negotiations set forth above, each Party hereby agrees that before initiating any litigation, the Parties shall first attempt to prevent resolve their dispute through the means of mediation using a qualified and experienced third-party mediator in a location to be mutually determined by the Parties, or if the Parties cannot agree, then in West Palm Beach, Florida. The costs of such mediation shall be equally divided between the Parties. Such mediation shall be conducted by each Party designating a duly authorized officer or other representative to represent the Party, with authority to bind the Party, and that the Parties then meet with the mediator in good faith. In the course of mediation, the Parties agree to exchange informally such information as is reasonably necessary and relevant to the issues being mediated. If such mediation is unsuccessful, then either Party shall have the right to initiate litigation in the appropriate court as provided herein. In such event, no part of the mediation, including the statements made by the Parties or the mediator shall be admissible against either party in the litigation. In the event a Party from institutingseeks injunctive relief, and a Party is authorized to institute, formal proceedings earlier to avoid specific performance or in the expiration event of an approaching deadline prescribed by any applicable limitations periodstatute of limitation, or then there shall be no requirement that such Party utilize the mediation process referred to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)herein.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon the written request of either a Party, each Party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (iii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iiiii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information information, reasonably related to this Agreement Agreement, shall be honored so in order that each of the Parties may be fully advised of the other's ’s position. (iviii) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The the designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, Section 17.1(a) above (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 17.1(a) was not followed or completed).. PSA 45 RCSI / First Data Confidential (d) This Section 11.2 17.1 shall not be construed to prevent a Party from instituting, and a each Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or creditors, and as provided in Section 11.6(aSections 17.3(a) and 18.7 (Equitable Remedies).

Informal Dispute Resolution. (a) Any dispute between the parties arising out of or with respect to this Agreement, either with respect to the interpretation of any provision of this Agreement or with respect to the performance by Philips or MedQuist, shall be resolved as provided in this Section 11.2. Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (iA) Upon Representatives for each party (designated within 30 days after notice of the written request of either Party, each Party dispute is given (the “Representatives”)) shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives . They shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives Representatives shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion. If, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than within fifteen (15) days. days after a matter has been identified for resolution pursuant to this Section 11.2, either of the Representatives concludes in good faith that amicable resolution through continued negotiation by them does not appear likely, the matter shall be referred to the Supervisory Committee of the Board of Directors of MedQuist upon formal written notification to such effect by either Representative (c) Subject to Subsection (bprovided such Supervisory Committee is then in existence), in an attempt to mediate the dispute; in case such mediation fails, the matter will be escalated by formal written notification to the respective chief executive officers of the Parties. The parties will use their respective best efforts to cause the MedQuist CEO and the Philips CEO to meet to attempt to resolve the dispute. Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: : (i) The designated representatives concluding the date on which the MedQuist CEO and the Philips CEO conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or or (ii) Thirty thirty (30) days after the initial written request dispute has been referred to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in MedQuist CEO and the Philips CEO. The provisions of this Section 11.2 was not followed or completed). (d) This Section 11.2 11 shall not be construed to prevent a Party party from instituting, and a Party party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute Dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successfulDispute informally, the Parties shall proceed informallyin a timely and cost-effective manner, as follows: A. If, during the course of the Work, a Party believes it has a Dispute with the other Party, the disputing Party shall give written notice thereof, which notice will describe the Dispute and may recommend corrective action to be taken by the other Party. Contractor Program Manager shall promptly consult with MSV Contract Manager in an effort to reach an agreement to resolve the Dispute. B. In the event agreement cannot be reached within ten (i10) Upon days of receipt of written notice, either Party may request the Dispute be escalated, and the respective positions of the Parties shall be forwarded to an executive level higher than that under (A) above for resolution of the Dispute. C. In the event agreement cannot be reached within twenty (20) days of receipt of written notice, either Party may request the Dispute be escalated, and the respective positions of the Parties shall be forwarded to the Chief Executive Officer (CEO) of MSV and the Vice President, Boeing Satellite Systems, Inc. for resolution of the Dispute. D. In the event agreement cannot be reached under paragraphs A – C of this Article 23.1 within a total of thirty (30) days after receipt of the written notice described in Article 23.1(A), such dispute shall, at the request of either Party, each Party shall appoint be referred to a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as mediator or mediation panel jointly selected by the Parties reasonably deem necessary in order to gather for mediation and furnish to the other all information with respect to the matter in issue that conciliation. If the Parties believe are unable to be appropriate and germane in connection with its resolutionagree on a mediator or mediation panel within five (5) days following such request, the provisions of Article 23.2 shall apply. The representatives mediation and conciliation shall discuss the problem be without prejudice and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During non-binding. Any evidence given or statements made in the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute mediation and conciliation may not be commenced until the earlier of: (i) used against a Party in any other proceedings. The designated representatives concluding in good faith that amicable resolution through continued negotiation cost of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period mediation and conciliation shall be deemed to run notwithstanding any claim that shared equally by the process described in this Section 11.2 was not followed or completed)Parties. Each Party shall bear the cost of preparing and presenting its own case. (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior The Dispute resolution process will begin with a written notice from one Party to the initiation other (a “Dispute Notice”), (i) reasonably describing the nature of formal any Dispute and including the outcome desired by the notifying Party and (ii) requesting the formation of the Steering Committee and referral of the Dispute to the Steering Committee for good faith negotiations and potential resolution. (b) Within three business days of receipt of a Dispute Notice by either Party pursuant to Section 7.2(a), VSI and SpinCo will form a steering committee (the “Steering Committee”), which will be comprised of four members, two of whom will be appointed by VSI and two of whom will be appointed by SpinCo, to oversee the dispute resolution procedures process provided in this Article VII. The Parties will use commercially reasonable efforts to cause their respective members of the Steering Committee to make a good faith effort to promptly resolve all Disputes referred to the Steering Committee pursuant to Section 7.2. (i.e., arbitration)c) Following referral of the matter to the Steering Committee, the Parties shall first attempt will cause the Steering Committee to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that Dispute which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve resolution of the dispute without the necessity of any formal proceedingDispute. (iiid) During the course of discussionthe negotiation, subject to the Parties’ respective confidentiality obligations and subject to the provisions of Article VI, all reasonable requests made by one either Party to another the other for non-privileged non-confidential information reasonably directly related to this Agreement shall the Dispute will be honored so in order that each the members of the Parties Steering Committee may be fully advised of in the other's position. (iv) matter. The specific format for the Steering Committee’s discussions shall and negotiations will be left to the discretion of the designated representativesSteering Committee but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Party. (be) Prior If the Dispute has not been resolved by the Steering Committee within 15 days following delivery of Dispute Notice, either Party may submit the Dispute for non-binding mediation to instituting formal proceedingsbe conducted in New York, New York in accordance with the JAMS International Mediation Rules. The mediator may be mutually selected by the Parties or selected in accordance with the JAMS International Mediation Rules. The mediator will first have their chief executive officers meet 30 days from the date the Dispute is submitted to discuss him or her (or such longer period as the disputeParties may mutually agree in writing) (the “Mediation Period”) to attempt to resolve the Dispute, and the Parties agree to cooperate fully in the mediation process. This requirement shall If the Dispute has not delay been resolved through mediation within the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) daysMediation Period, either Party may initiate litigation to resolve the Dispute in accordance with Section 7.3. (cf) Subject Except as otherwise independently discoverable, nothing said or disclosed, nor any document produced, in the course of any negotiation or mediation to Subsection resolve a Dispute pursuant to this Section 7.2 will be offered or received as evidence or used for impeachment in any proceedings (bincluding the proceedings contemplated in Section 7.3), formal proceedings as such information will be considered to have been disclosed for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)settlement purposes only. (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior The Dispute resolution process will begin with a written notice from one Party to the initiation other (a “Dispute Notice”), (i) reasonably describing the nature of formal dispute resolution procedures the Dispute and the outcome desired by the notifying Party and (i.e., arbitration)ii) requesting the formation of the Governance Committee and referral of the Dispute to the Governance Committee for good faith negotiations and resolution. (b) Following referral of the matter to the Governance Committee, the Parties shall first attempt will cause the Governance Committee to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information Information with respect to the matter in issue that Dispute which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve resolution of the dispute without the necessity of any formal proceedingDispute. (iiic) During the course of discussionthe negotiation, subject to the Parties’ respective confidentiality obligations, all reasonable requests made by one either Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall Information will be honored so in order that each the members of the Parties Governance Committee may be fully advised of in the other's position. (iv) matter. The specific format for the Governance Committee’s discussions shall and negotiations will be left to the discretion of the designated representatives. (b) Prior Governance Committee but may include the preparation of agreed upon statements of fact or written statements of position furnished to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)other Party. (d) This If the Governance Committee does not agree to a resolution of a Dispute within 30 days following the receipt of the Dispute Notice given under Section 11.2 shall not be construed 5.2(a), or if a resolution agreed to prevent by the Governance Committee fails to resolve the Dispute, a Party may by formal notice pursuant to Section 6.5 refer the Dispute for resolution by the Chief Executive Officer (“CEO”) of each Party, each of whom will have the authority to resolve the Dispute on behalf of their respective Party. The Parties’ CEOs will promptly meet in person or by phone to attempt to resolve the Dispute in good faith. (e) If the Dispute has not been resolved by the Parties’ CEOs within 30 days following delivery of the formal notice given under Section 5.2(d), either Party may submit the Dispute for resolution by mediation. The mediation will be conducted in Canton, Ohio by a single mediator from institutingJAMS. The Parties will mutually select the mediator from the JAMS neutral panelists list. If the Parties do not agree on the selection of the mediator within 30 days following receipt by the Parties of the list of panelists, the mediator will be selected from the list of neutral panelists pursuant to the rules for selection of arbitrators in the JAMS Comprehensive Arbitration Rules and Procedures. The mediator will have 30 days from the date the Dispute is submitted to him or her (or such longer period as the Parties may mutually agree in writing) (the “Mediation Period”) to attempt to resolve the dispute, and a the Parties will cooperate fully in the mediation process. The Parties will share equally the costs, fees and expenses of the mediator and any payments to JAMS for such mediation. If the Dispute has not been resolved through mediation within the Mediation Period, each Party is authorized may refer the dispute to institutearbitration in accordance with Section 5.3. (f) Except as otherwise independently discoverable, formal proceedings earlier to avoid nothing said or disclosed, nor any document produced, in the expiration course of any applicable limitations periodnegotiations, conferences or discussions to preserve settle a superior position with respect Dispute pursuant to this Section 5.2 will be offered or received as evidence or used for impeachment or for any other creditors or as provided purpose in any proceedings, including the arbitration proceedings contemplated in Section 11.6(a)5.3, but will be considered to have been disclosed for settlement purposes only.

Informal Dispute Resolution. (a) Prior to initiating any judicial proceeding hereunder, PharMerica and the initiation of formal Ceres Parties shall be required to abide by the following informal dispute resolution procedures (i.e., arbitration), the Parties shall first attempt process with respect to resolve their each and every dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsarising hereunder: (i) Upon If PharMerica or Ceres desires to initiate the written request procedures under this Section 22(b), PharMerica or Ceres shall give notice thereof (each, a “Dispute Initiation Notice”) to the other of either them (A) indicating that it is a notice initiating the procedures under this Section 22(b), (B) providing a brief description of the nature of the dispute, (C) reasonably identifying the Facilities and Pharmacies involved in, and impacted by, the dispute and the names of the Facility Representatives and Pharmacy Representatives of such Facilities and Pharmacies, respectively, or other nature of the dispute, (D) explaining the initiating Party’s claim or position in connection with the dispute, each Party shall appoint a designated representative who (E) including relevant documentation, and (F) naming an individual with authority to settle the dispute on such Party’s behalf if, as the case may be, the PharMerica Representative or the Ceres Representative does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve have such disputeauthority. (ii) The designated representatives Within * days after receipt of a Dispute Initiation Notice, the receiving Party shall meet as often as the Parties reasonably deem necessary in order to gather and furnish give a written reply (each, a “Dispute Reply”) to the other all information with respect to initiating Party (A) providing a brief description of the matter in issue that the Parties believe to be appropriate and germane receiving Party’s position in connection with its resolution. The representatives shall discuss the problem dispute, (B) including relevant documentation, and attempt (C) naming an individual with the authority to resolve settle the dispute without on behalf of the necessity of any formal proceedingreceiving Party if, as the case may be, the PharMerica Representative or the Ceres Representative does not have such authority. (iii) During PharMerica and Ceres shall cause the course of discussion, all reasonable requests made by one Party individuals identified in the Dispute Initiation Notice and the Dispute Reply above to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each (A) promptly make such investigation of the Parties may be fully advised dispute as such individuals deem appropriate, and (B) commence discussions concerning resolution of the other's positiondispute within * days after the date of the Dispute Initiation Notice. (iv) The specific format for If a dispute has not been resolved within * days after PharMerica and Ceres have commenced discussions regarding the discussions dispute pursuant to Section 22(b)(iii) above, PharMerica and Ceres shall be left (A) mutually submit the dispute to non-binding mediation conducted by a mutually agreed upon mediator, and (B) use commercially reasonable efforts to cause the discretion mediator to conduct the mediation within * days of the designated representativesdispute’s submission to mediation. (bv) Prior to instituting formal proceedingsNotwithstanding any contrary provision in this Agreement, a Party may commence a judicial proceeding hereunder, without having first complied with the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution provisions of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (bthis Section 22(b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed seek injunctive or completed). (d) This Section 11.2 shall not be construed other equitable relief necessary to prevent a Party from institutingirreparable harm, and a Party is authorized to instituteincluding, formal proceedings earlier to avoid the expiration of any applicable limitations periodwithout limitation, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)18(e) above.

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSection 19.1(b), the Parties shall first initially will attempt to resolve their any dispute at arising out of or relating to the senior manager level. If that level of dispute resolution is not successful, Agreement informally in accordance with the Parties shall proceed informally, as followsfollowing: (i) Upon Within 15 days after a Party receives notice of a dispute from the written request of either other Party (“Dispute Date”), it will designate a senior representative (i.e., a person whose rank within the company is superior to that Party, each Party shall appoint a designated representative ’s project or account executive for the Parties’ relationship who does not otherwise devote substantially full all of his time to performance under this the Agreement, whose task it who will be offer to meet with the designated senior representative of the other Party for the purpose of endeavoring attempting to resolve such disputethe dispute amicably. (ii) The designated appointed representatives shall will meet as often as the Parties reasonably deem necessary in order promptly to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem dispute and attempt to resolve the dispute it without the necessity of any formal proceeding. (iii) . They will meet as often as the Parties deem necessary in order that each Party may be fully advised of the other’s position. During the course of discussion, all reasonable requests made by one Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall the matters in dispute will be honored so that each of the Parties may be fully advised of the other's positionpromptly. (iviii) The specific format for the discussions shall will be left to the discretion of the designated appointed representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the Formal dispute resolution of a dispute may not be commenced until by a Party upon the earlier offirst to occur of any of the following: (i) The designated the appointed representatives concluding conclude in good faith that amicable resolution of the dispute through continued negotiation of the matter does not appear likely; or *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (ii) Thirty forty-five (3045) days after have passed from the initial written request to appoint a designated representative pursuant to Subsection (a), above, Dispute Date (this period shall periods will be deemed to run notwithstanding any claim that the process described in this Section 11.2 19.1 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).; or

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSection 19.1(b), the Parties shall first initially will attempt to resolve their any dispute at arising out of or relating to the senior manager level. If that level of dispute resolution is not successful, Agreement informally in accordance with the Parties shall proceed informally, as followsfollowing: (i) Upon Within *** days after a Party receives notice of a dispute from the written request of either other Party (“Dispute Date”), it will designate a senior representative (i.e., a person whose rank within the company is superior to that Party, each Party shall appoint a designated representative ’s project or account executive for the Parties’ relationship who does not otherwise devote substantially full all of his time to performance under this the Agreement, whose task it who will be offer to meet with the designated senior representative of the other Party for the purpose of endeavoring attempting to resolve such disputethe dispute amicably. (ii) The designated appointed representatives shall will meet as often as the Parties reasonably deem necessary in order promptly to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem dispute and attempt to resolve the dispute it without the necessity of any formal proceeding. (iii) . They will meet as often as the Parties deem necessary in order that each Party may be fully advised of the other’s position. During the course of discussion, all reasonable requests made by one Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall the matters in dispute will be honored so that each of the Parties may be fully advised of the other's positionpromptly. (iviii) The specific format for the discussions shall will be left to the discretion of the designated appointed representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the Formal dispute resolution of a dispute may not be commenced until by a Party upon the earlier offirst to occur of any of the following: (i) The designated the appointed representatives concluding conclude in good faith that amicable resolution of the dispute through continued negotiation of the matter does not appear likely; or; (ii) Thirty (30) days after have passed from the initial written request to appoint a designated representative pursuant to Subsection (a), above, Dispute Date (this period shall periods will be deemed to run notwithstanding any claim that the process described in this Section 11.2 19.1 was not followed or completed).; or (diii) This Section 11.2 shall not be construed to prevent commencement of formal dispute resolution is deemed appropriate by a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors creditors, or a Party makes a good faith determination, including as provided in Section 11.6(a19.5), that a breach of the Agreement by the other Party is such that a temporary restraining order or other injunctive or conservatory relief is necessary. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall will first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed Dispute informally, as follows: (i) First, the complaining party must provide notice of the Dispute in accordance with the notice provisions of Article 10 (the “Dispute Notice”). Upon receipt of the written request Dispute Notice, executives of either PartyLMP and Xxxxxxxx who have the actual or apparent authority to resolve the controversy (collectively, each Party shall appoint a designated representative who does not otherwise devote substantially full time the “Arbitration Representatives”), will meet to performance under this Agreement, whose task it will be to meet discuss the Basis for the purpose Dispute and will use their good faith efforts to reach a reasonable resolution to the Dispute. Upon receipt of endeavoring the Dispute Notice, the receiving party will submit to resolve the other party a written response (the “Dispute Response”). The Dispute Notice and the Dispute Response will include (A) a statement of the Party’s concerns and perspectives on the issues in dispute, (B) a summary of supporting facts and circumstances, and (C) the identity of the Arbitration Representatives who will represent such dispute. (ii) The designated representatives shall Party and of any other Person who will accompany the Arbitration Representatives. Such Arbitration Representatives will meet as often as the Parties they reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall will discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute Dispute without the necessity of any formal proceeding. In addition, to facilitate such negotiations the Parties may agree to utilize the services of a mediator whose fees will be split equally by the Parties. (ii) The Parties agree that any written statements, including the Dispute Notice and the Dispute Response, will be prepared in connection with settlement negotiations, and as such will be privileged and will not be used against the Party who prepared such statement unless it is subsequently introduced by the preparing Party in any formal proceedings. The Parties also agree that the informal settlement negotiations will be conducted privately, amicably and confidentially. MIPA – AAG Toyota 45 (iii) During Should the course of discussion, all reasonable requests made by one Party Arbitration Representatives fail to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each reach agreement within 30 days after receipt of the Parties Dispute Notice in accordance with Section 11.2(a)(i) above (or such longer period as such Arbitration Representatives may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (bagree in writing), then formal proceedings for the resolution of a dispute such Dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this accordance with Section 11.2 was not followed or completed11.2(b). (div) This Section 11.2 shall will not be construed to prevent a Party LMP from instituting, and a Party LMP is hereby authorized to institute, formal proceedings (including seeking provisional remedies such as attachment, preliminary injunction and replevin from the appropriate court) earlier to avoid the expiration of any applicable limitations period, or to avoid irreparable harm (including irreparable harm caused by Staluppi’s breach of the covenants set forth in Section 6.16), to preserve a superior position with respect to other creditors creditors, or, to the extent contemplated by Section 11.9, to pursue injunctive or as provided in Section 11.6(a)other equitable remedies.

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSection 22.1(b), the Parties initially shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsin accordance with the following: (i) Upon the written request notice by a Party to the other Party of either Partya dispute (the date of such notice, the “Dispute Date”), each Party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other Party all information with respect to the matter in issue that which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one a Party to another the other for non-legally privileged non-confidential information reasonably related to this Agreement shall be honored so in order that each of the Parties a Party may be fully advised of the other's other Party’s position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution Litigation of a dispute may not be commenced until by either Party upon the earlier ofto occur of any of the following: (i) The the designated representatives concluding in good faith mutually conclude that amicable resolution through continued negotiation of the matter does not appear likely; or; (ii) Thirty thirty-five (3035) days after have elapsed from the initial written request to appoint a designated representative pursuant to Subsection (a), above, Dispute Date (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 22.1 was not followed or completed).; or (diii) This Section 11.2 shall not be construed to prevent commencement of litigation is deemed appropriate by a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors creditors, or a Party makes a good faith determination, including as provided in Section 11.6(a)21.13 respecting RFS, that a breach of the Agreement by the other Party is such that a temporary restraining order or other injunctive relief is necessary.

Informal Dispute Resolution. In the event of a dispute between the Parties under or concerning this Agreement (a “Dispute”), either Party may provide notice of such Dispute to the other Party, and on receipt of such notice the parties will engage in the following informal dispute resolution procedure: (a) Prior to during the initiation five (5) day period following receipt of formal dispute resolution procedures (i.e., arbitration), the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of such a notice by either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreementthe Project Managers of both Parties, whose task it as set forth in the applicable SOW(s), will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather discuss and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt diligently endeavor to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. Dispute in good faith; (b) Prior if the Project Managers of both Parties are unable to instituting formal proceedingsresolve the Dispute to both Parties’ satisfaction within such five (5) day period, the Dispute shall be referred immediately to the divisional Chief Information Officer or Chief Operation Officer of the Customer PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS or the Customer Affiliate receiving the Services, as the case may be and, in the case of Vendor, the executive at a vice president level or higher responsible for Customer’s account (the Customer Chief Information Officer/Chief Operation Officer and the Vendor executive, collectively, the “Senior Executives”), for resolution, and during the immediately subsequent three (3) day period, the Senior Executives of both Parties will first have their chief executive officers meet discuss and diligently endeavor to discuss resolve the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. Dispute in good faith; and (c) Subject if the Senior Executives of both Parties are unable to Subsection resolve the Dispute to both Parties’ satisfaction within such three (b3) day period, the Dispute may be litigated in accordance with to Section 21 (Governing Law; Venue) of this Agreement. Notwithstanding any other provision of this Section 22 (Informal Dispute Resolution), formal proceedings for at any time Customer or Vendor may file suit in accordance with Section 21 (Governing Law, Venue) to have the resolution Dispute adjudicated in a court of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)competent jurisdiction. (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. The disputing parties may, if they mutually agree to do so, attempt to resolve the dispute informally in the following manner: (a) Prior Any Coors Recipient or EDS Provider may submit the dispute to a joint committee (the initiation of formal dispute resolution procedures (i.e., arbitration“Dispute Resolution Committee”), the Parties shall first attempt to resolve their dispute at the senior manager level. If that level consisting of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either PartyCoors’ Chief Information Officer, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. and (ii) EDS’ Western Region Client Executive (or, in each case, any successor office assuming substantially all of such office’s responsibility). The designated representatives Dispute Resolution Committee shall meet as often as the Parties reasonably deem necessary in order to gather and furnish analyze any information relevant to the other all information with respect to resolution of the matter in issue that the Parties believe to be appropriate and germane in connection with its resolutiondispute. The representatives Dispute Resolution Committee shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceedingdispute. (iiib) If the Dispute Resolution Committee determines in good faith that resolution through continued discussions by the Dispute Resolution Committee does not appear likely, the dispute shall be referred to the Steering Committee to negotiate a resolution of the dispute. (c) During the course of discussionnegotiations, all reasonable requests made by one Party to another the other for non-privileged non-confidential information information, reasonably related to this Agreement the dispute, shall be honored so in order that each of the Parties may be fully advised of the other's ’s position. (ivd) The specific format for the discussions shall be left to determined at the discretion of the designated representativesDispute Resolution Committee or the Steering Committee, but may include the preparation of agreed upon statements of fact or written statements of position. (be) Prior to instituting formal proceedings, Proposals and information exchanged during the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal informal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). Article between the Parties shall be privileged, confidential and without prejudice to a Party’s legal position in any formal proceedings. All such proposals and information, as well as any conduct during such proceedings, shall be subject to Colorado Rules of Evidence, Rule 408, and shall be inadmissible in any subsequent proceedings (d) This Section 11.2 but this provision shall not be construed to prevent a Party from institutingrender inadmissible documents or other evidence merely because they were referred to, and a Party is authorized to institutetransmitted or otherwise used in any such informal proceedings). (f) Notwithstanding this Section 18.2, formal proceedings earlier to avoid the expiration either Coors (on behalf of itself or on behalf of any applicable limitations period, other Coors Recipient which is a party to a dispute) or EDS (on behalf of itself or on behalf of any other EDS Provider which is a party to preserve a superior position the dispute) may commence formal dispute resolution proceedings pursuant to Section 18.3(a) (Arbitration) with respect to other creditors or as provided any dispute without first observing the procedures set forth in Section 11.6(a)this Section.

Informal Dispute Resolution. (a) Prior If a dispute arises between the Parties relating to the initiation of formal dispute resolution procedures (i.e.this Agreement, arbitrationother than as provided in Section 19.1(d), the Parties shall first attempt agree to resolve their dispute at use the senior manager level. If that level of following alternative dispute resolution is not successful, the Parties shall proceed informally, as follows(“ADR”) procedure prior to either Party pursuing other available remedies: (i) Upon A meeting shall be held promptly between the written request Parties, attended by Supplier’s Contract Manager and ABM’s Project Executive, to attempt in good faith to negotiate a resolution of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) If the foregoing individuals are unable to resolve a dispute in an amount of time that either Party deems reasonable under the circumstances, such Party may, upon written notice to the other Party, refer the dispute for resolution to the senior corporate executives specified below: for Supplier: General Manager – Small and Medium Industry ; and for ABM: Senior VP and Chief Administrative Officer. (iii) The designated representatives shall meet senior corporate executives specified above will confer as often as the Parties they deem reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties believe to be appropriate and germane in connection with its resolution. The representatives Such designated senior corporate executives shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding.. The specific format for the discussions will be left to the discretion of such designated senior corporate executives, but may include the preparation of agreed-upon statements of fact or written statements of position (iiib) During the course of discussionnegotiations under Section 19.1(a) above, all reasonable requests made by one Party to another for non-privileged non-confidential information information, reasonably related to this Agreement shall the dispute, will be honored so in order that each of the Parties may be fully advised of the other's ’s position. (iv) The specific format . All negotiation and mediation proceedings shall be strictly confidential and used solely for the discussions purposes of settlement. Any materials prepared by one Party for those proceedings shall not be left to used as evidence by the discretion of the designated representatives. (b) Prior to instituting other Party in any formal proceedings; provided, however, the Parties will first have their chief executive officers meet underlying facts supporting such materials may be subject to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) daysdiscovery. (c) Subject Each Party fully understands its specific obligations under the provisions of this Agreement. Neither Party considers such obligations to Subsection (b)be vague or in any way unenforceable, formal proceedings for and neither Party will contend to the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding contrary at any future time or in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)future proceeding. (d) This Section 11.2 19.1 shall not be construed to prevent or delay a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to (i) avoid the expiration of any applicable limitations period, or to (ii) preserve a superior position with respect to other creditors creditors, or (iii) seek injunctive relief in the event (A) Supplier breaches (or attempts or threatens to breach) its obligation to provide Termination Assistance Services as provided in Section 11.6(a)4.3; (B) Supplier breaches (or attempts or threatens to breach) its obligation respecting continued performance in accordance with Section 19.3; (C) Supplier breaches (or attempts or threatens to breach) its obligation to provide access to computers or files containing ABM Data in accordance with Section 13.4; (D) either Party breaches (or attempts or threatens to breach) its obligation with respect to the other Party’s Proprietary Information under Article 13; (E) either Party infringes or misappropriates (or attempts or threatens to infringe or misappropriate) the other Party’s patents, copyrights, trademarks, trade secrets or other proprietary rights in violation of Article 14; or (F) Supplier breaches (or attempts or threatens to breach) its obligations under Section 20.6.

Informal Dispute Resolution. (a) Prior to Before the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon the written request of either a Party, each Party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. The designated representative of a Party shall have the authority to resolve the dispute on behalf of such Party. (iii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iiiii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information information, reasonably related to this Agreement Agreement, shall be honored so in order that each of the Parties may be fully advised of the other's position. (iviii) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedingsUpon request of either designated representative, the Parties will first have their chief executive officers meet dispute shall be referred to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or Steering Committee for more than fifteen (15) daysfurther consideration. (c) Subject to Subsection Section 21.1(d) below, once ten (b10) days have passed after the initial written request to appoint a designated representative pursuant to Section 21.1 (a) above, either Party may require that the Parties endeavor to settle the dispute by mediation under the then current model mediation procedure for business disputes or mini-trial procedure of the CPR Institute For Dispute Resolution ("CPR"), formal . Unless otherwise agreed the Parties will select a mediator from the CPR panels of neutrals and shall notify CPR to initiate the selection process. (d) Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The the designated representatives and the chief executive officers of the disputing parties concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) twenty days after the initial written request to appoint a designated representative pursuant to Subsection Section 21.1 (a), above, ) above (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 21.1 was not followed or completed). (d) . This Section 11.2 provision shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors creditors, or as provided in Sections 21.2(b). Following the commencement of formal proceedings permissible under this Agreement, either Party may terminate or decline to commence mediation under Section 11.6(a)21.1 (c) above.

Informal Dispute Resolution. The Parties may, if they mutually agree to do so, attempt to resolve the dispute informally in the following manner: (a) Prior Either Party may submit the dispute to a joint committee (the initiation of formal dispute resolution procedures (i.e., arbitration"Dispute Resolution Committee"), the Parties shall first attempt to resolve their dispute at the senior manager level. If that level consisting of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either PartyCoors' Chief Information Officer, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. and (ii) EDS' Western Region Client Executive (or, in each case, any successor office assuming substantially all of such office's responsibility). The designated representatives Dispute Resolution Committee shall meet as often as the Parties reasonably deem necessary in order to gather and furnish analyze any information relevant to the other all information with respect to resolution of the matter in issue that the Parties believe to be appropriate and germane in connection with its resolutiondispute. The representatives Dispute Resolution Committee shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceedingdispute. (iiib) If the Dispute Resolution Committee determines in good faith that resolution through continued discussions by the Dispute Resolution Committee does not appear likely, the dispute shall be referred to the Steering Committee to negotiate a resolution of the dispute. (c) During the course of discussionnegotiations, all reasonable requests made by one Party to another the other for non-privileged non-confidential information information, reasonably related to this Agreement the dispute, shall be honored so in order that each of the Parties may be fully advised of the other's position. (ivd) The specific format for the discussions shall be left to determined at the discretion of the designated representativesDispute Resolution Committee or the Steering Committee, but may include the preparation of agreed upon statements of fact or written statements of position. (be) Prior to instituting formal proceedings, Proposals and information exchanged during the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal informal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). Article between the Parties shall be privileged, confidential and without prejudice to a Party's legal position in any formal proceedings. All such proposals and information, as well as any conduct during such proceedings, shall be subject to Colorado Rules of Evidence, Rule 408, and shall be inadmissible in any subsequent proceedings (d) This Section 11.2 but this provision shall not be construed to prevent a render inadmissible documents or other evidence merely because they were referred to, transmitted or otherwise used in any such informal proceedings. (f) Notwithstanding this Section 18.2, either Party from instituting, and a Party is authorized may commence formal dispute resolution proceedings pursuant to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position Section 18.3(a) (Arbitration) with respect to other creditors or as provided any dispute without first observing the procedures set forth in Section 11.6(a)this Section.

Informal Dispute Resolution. (a) Prior The Dispute resolution process will begin with a written notice from one Party to the initiation other (a “Dispute Notice”), (i) reasonably describing the nature of formal dispute resolution procedures the Dispute and the outcome desired by the notifying Party and (i.e., arbitration)ii) requesting the formation of the Governance Committee and referral of the Dispute to the Governance Committee for good faith negotiations and resolution. (b) Following referral of the matter to the Governance Committee, the Parties shall first attempt will cause the Governance Committee to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information Information with respect to the matter in issue that Dispute which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve resolution of the dispute without the necessity of any formal proceedingDispute. (iiic) During the course of discussionthe negotiation, subject to the Parties’ respective confidentiality obligations, all reasonable requests made by one either Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall Information will be honored so in order that each the members of the Parties Governance Committee may be fully advised of in the other's position. (iv) matter. The specific format for the Governance Committee’s discussions shall and negotiations will be left to the discretion of the designated representatives. (b) Prior Governance Committee but may include the preparation of agreed upon statements of fact or written statements of position furnished to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)other Party. (d) This If the Governance Committee does not agree to a resolution of a Dispute within 30 days following the receipt of the Dispute Notice given under Section 11.2 shall not be construed 5.2(a), or if a resolution agreed to prevent by the Governance Committee fails to resolve the Dispute, a Party may by formal notice pursuant to Section 6.5 refer the Dispute for resolution by the Chief Executive Officer (“CEO”) of each Party, each of whom will have the authority to resolve the Dispute on behalf of their respective Party. The Parties’ CEOs will promptly meet in person or by phone to attempt to resolve the Dispute in good faith. Exhibit 10.5 (e) If the Dispute has not been resolved by the Parties’ CEOs within 30 days following delivery of the formal notice given under Section 5.2(d), either Party may submit the Dispute for resolution by mediation. The mediation will be conducted in Canton, Ohio by a single mediator from institutingJAMS. The Parties will mutually select the mediator from the JAMS neutral panelists list. If the Parties do not agree on the selection of the mediator within 30 days following receipt by the Parties of the list of panelists, the mediator will be selected from the list of neutral panelists pursuant to the rules for selection of arbitrators in the JAMS Comprehensive Arbitration Rules and Procedures. The mediator will have 30 days from the date the Dispute is submitted to him or her (or such longer period as the Parties may mutually agree in writing) (the “Mediation Period”) to attempt to resolve the dispute, and a the Parties will cooperate fully in the mediation process. The Parties will share equally the costs, fees and expenses of the mediator and any payments to JAMS for such mediation. If the Dispute has not been resolved through mediation within the Mediation Period, each Party is authorized may refer the dispute to institutearbitration in accordance with Section 5.3. (f) Except as otherwise independently discoverable, formal proceedings earlier to avoid nothing said or disclosed, nor any document produced, in the expiration course of any applicable limitations periodnegotiations, conferences or discussions to preserve settle a superior position with respect Dispute pursuant to this Section 5.2 will be offered or received as evidence or used for impeachment or for any other creditors or as provided purpose in any proceedings, including the arbitration proceedings contemplated in Section 11.6(a)5.3, but will be considered to have been disclosed for settlement purposes only.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall will first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed Dispute informally, as follows: (i) First, the complaining party must provide notice of the Dispute in accordance with the notice provisions of Article 10 (the “Dispute Notice”). Upon receipt of the written request Dispute Notice, executives of either PartyLMP and Xxxxxxxx who have the actual or apparent authority to resolve the controversy (collectively, each Party shall appoint a designated representative who does not otherwise devote substantially full time the “Arbitration Representatives”), will meet to performance under this Agreement, whose task it will be to meet discuss the Basis for the purpose Dispute and will use their good faith efforts to reach a reasonable resolution to the Dispute. Upon receipt of endeavoring the Dispute Notice, the receiving party will submit to resolve the other party a written response (the “Dispute Response”). The Dispute Notice and the Dispute Response will include (A) a statement of the Party’s concerns and perspectives on the issues in dispute, (B) a summary of supporting facts and circumstances, and (C) the identity of the Arbitration Representatives who will represent such dispute. (ii) The designated representatives shall Party and of any other Person who will accompany the Arbitration Representatives. Such Arbitration Representatives will meet as often as the Parties they reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall will discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute Dispute without the necessity of any formal proceeding. In addition, to facilitate such negotiations the Parties may agree to utilize the services of a mediator whose fees will be split equally by the Parties. (ii) The Parties agree that any written statements, including the Dispute Notice and the Dispute Response, will be prepared in connection with settlement negotiations, and as such will be privileged and will not be used against the Party who prepared such statement unless it is subsequently introduced by the preparing Party in any formal proceedings. The Parties also agree that the informal settlement negotiations will be conducted privately, amicably and confidentially. MIPA – AAG Hyundai 45 (iii) During Should the course of discussion, all reasonable requests made by one Party Arbitration Representatives fail to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each reach agreement within 30 days after receipt of the Parties Dispute Notice in accordance with Section 11.2(a)(i) above (or such longer period as such Arbitration Representatives may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (bagree in writing), then formal proceedings for the resolution of a dispute such Dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this accordance with Section 11.2 was not followed or completed11.2(b). (div) This Section 11.2 shall will not be construed to prevent a Party LMP from instituting, and a Party LMP is hereby authorized to institute, formal proceedings (including seeking provisional remedies such as attachment, preliminary injunction and replevin from the appropriate court) earlier to avoid the expiration of any applicable limitations period, or to avoid irreparable harm (including irreparable harm caused by Staluppi’s breach of the covenants set forth in Section 6.16), to preserve a superior position with respect to other creditors creditors, or, to the extent contemplated by Section 11.9, to pursue injunctive or as provided in Section 11.6(a)other equitable remedies.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon The Parties agree that the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it UICI Contract Executive and the Insurdata Project Executive will be to meet for the purpose of endeavoring attempt in good faith to resolve all disputes. In the event the UICI Contract Executive and the Insurdata Project Executive are unable to resolve a dispute in an amount of time that either Party deems reasonable under the circumstances, such disputeParty may refer the dispute for resolution to the senior managers specified in Section 19.1(b) below upon written notice to the other Party. (iib) Within five (5) business days of a notice under Section 19.1(a) above referring a dispute for resolution by senior managers, the UICI Contract Executive and the Insurdata Project Executive will each prepare and provide to the Insurdata Vice President of Client Services and the UICI Chief Information Officer or their designate, respectively, summaries of the relevant information and background of the dispute, along with any appropriate supporting documentation, for their review. The designated representatives shall meet will confer as often as the Parties they deem reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. The specific format for the discussions will be left to the discretion of the designated representatives, but may include the preparation of agreed-upon statements of fact or written statements of position. (iiic) During the course of discussionnegotiations under Section 19.1(a) or 19.1(b) above, all reasonable requests made by one Party to another for non-privileged non-confidential information information, reasonably related to this Agreement shall the dispute, will be honored so that each of the Parties parties may be fully advised of the other's position. (ivd) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute pursuant to Section 19.2 may not be commenced until the earlier of: (i1) The designated representatives the senior managers under Section 19.1(b) above concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; orand (ii2) Thirty fifteen (3015) days after the initial written request notice under Section 19.1(a) above referring the dispute to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) senior managers. This Section 11.2 shall provision will not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier (i) to avoid the expiration of any applicable limitations period, or (ii) to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)creditors.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures as to any dispute (i.e., arbitrationexcept as provided in Section 21.1(e)), the Parties shall will first attempt to resolve their each dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon The Parties agree that the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it Expedia Contact and the TRX Account Manager will be to meet for the purpose of endeavoring attempt in good faith to resolve all disputes (except as provided in Section 21.1(e)). In the event the Expedia Contact and the TRX Account Manager are unable to resolve a dispute in an amount of time that either Party deems reasonable under the circumstances, such disputeParty may refer the dispute for resolution to the senior corporate executives specified in Section 21.1(b) below upon written notice to the other Party. (iib) Within five (5) business days of a notice under Section 21.1(a) above referring a dispute for resolution by senior corporate executives (the “Executive Committee”), which will be comprised of two senior executives (at least VP level) of Expedia selected by Expedia and three (3) senior executives (one of which must either be the Chief Executive Officer or the Chief Financial Officer) of TRX, the Expedia Contact and the TRX Account Manager will prepare and provide to the Executive Committee summaries of the relevant information and background of the dispute, along with any appropriate supporting documentation, for its review. The designated representatives shall meet members of the Executive Committee will confer as often as the Parties they deem reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall Executive Committee will discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. The specific format for the discussions will be left to the discretion of the Executive Committee, but may include the preparation of agreed upon statements of fact or written statements of position. (iiic) During the course of discussionnegotiations under this Section 21.1, all reasonable requests made by one Party to another for non-privileged non-confidential information information, reasonably related to this Agreement shall the dispute, will be honored so in order that each of the Parties may be fully advised of the other's ’s position. (ivd) The specific format for If the discussions shall be left Parties are unable to resolve the dispute within thirty (30) days following referral to the discretion Executive Committee, then either Party may request mediation of the designated representatives. (b) Prior dispute with a mutually agreed upon mediator. If either Party requests mediation, both Parties will participate in good faith in such mediation; provided, that neither Party will be obligated to instituting formal proceedingsagree to settlement of the dispute in connection with such mediation. If the Parties cannot agree upon the selection of a mediator, the mediator will be chosen from the list of certified mediators maintained by the court having jurisdiction over this Agreement. The Parties will first have agree to share the cost of any independent mediator engaged to assist the Parties in resolving their chief executive officers meet to discuss the disputedifferences. This requirement shall not delay the institution of The formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: of (i) The designated representatives concluding the Parties conclude in good faith that amicable resolution through mediation and/or continued negotiation of the matter does not appear likely; or , or (ii) Thirty thirty (30) days after the initial written request dispute has been referred to appoint mediation. (e) Notwithstanding anything to the contrary in this Agreement, a designated representative pursuant dispute relating to Subsection a Party’s Intellectual Property Rights or with respect to a Party’s breach or alleged breach of Article 13 (aConfidentiality), above, Article 14 (this period shall Safeguarding of Data) or Article 15 (Intellectual Property) will not be deemed subject to run notwithstanding any claim that the informal dispute resolution process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting21.1, and a no provision of, or the exercise of any rights under this Section 21.1 will limit the right of any Party is authorized to institute, formal proceedings earlier to (i) avoid the expiration of any applicable limitations period, (ii) obtain equitable relief, or to (iii) preserve a superior position with respect to other creditors or as provided in Section 11.6(a)creditors.

Informal Dispute Resolution. (a) Prior to initiating any judicial proceeding hereunder, PharMerica and the initiation of formal Ceres Parties shall be required to abide by the following informal dispute resolution procedures (i.e., arbitration), the Parties shall first attempt process with respect to resolve their each and every dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsarising hereunder: (i) Upon If PharMerica or Ceres desires to initiate the written request procedures under this Section 22(b), PharMerica or Ceres shall give notice thereof (each, a “Dispute Initiation Notice”) to the other of either them (A) indicating that it is a notice initiating the procedures under this Section 22(b), (B) providing a brief description of the nature of the dispute, (C) reasonably identifying the Facilities and Pharmacies involved in, and impacted by, the dispute and the names of the Facility Representatives and Pharmacy Representatives of such Facilities and Pharmacies, respectively, or other nature of the dispute, (D) explaining the initiating Party’s claim or position in connection with the dispute, each Party shall appoint a designated representative who (E) including relevant documentation, and (F) naming an individual with authority to settle the dispute on such Party’s behalf if, as the case may be, the PharMerica Representative or the Ceres Representative does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve have such disputeauthority. (ii) The designated representatives Within twenty (20) days after receipt of a Dispute Initiation Notice, the receiving Party shall meet as often as the Parties reasonably deem necessary in order to gather and furnish give a written reply (each, a “Dispute Reply”) to the other all information with respect to initiating Party (A) providing a brief description of the matter in issue that the Parties believe to be appropriate and germane receiving Party’s position in connection with its resolution. The representatives shall discuss the problem dispute, (B) including relevant documentation, and attempt (C) naming an individual with the authority to resolve settle the dispute without on behalf of the necessity of any formal proceedingreceiving Party if, as the case may be, the PharMerica Representative or the Ceres Representative does not have such authority. (iii) During PharMerica and Ceres shall cause the course of discussion, all reasonable requests made by one Party individuals identified in the Dispute Initiation Notice and the Dispute Reply above to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each (A) promptly make such investigation of the Parties may be fully advised dispute as such individuals deem appropriate, and (B) commence discussions concerning resolution of the other's positiondispute within twenty (20) days after the date of the Dispute Initiation Notice. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of If a dispute may has not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty been resolved within thirty (30) days after PharMerica and Ceres have commenced discussions regarding the initial written request to appoint a designated representative dispute pursuant to Subsection (a), Section 22(b)(iii) above, PharMerica and Ceres shall (this period shall be deemed A) mutually submit the dispute to run notwithstanding any claim that non-binding mediation conducted by a mutually agreed upon mediator, and (B) use commercially reasonable efforts to cause the process described in this Section 11.2 was not followed or completed)mediator to conduct the mediation within thirty (30) days of the dispute’s submission to mediation. (dv) This Notwithstanding any contrary provision in this Agreement, a Party may commence a judicial proceeding hereunder, without having first complied with the provisions of this Section 11.2 shall not be construed 22(b), to seek injunctive or other equitable relief necessary to prevent a Party from institutingirreparable harm, and a Party is authorized to instituteincluding, formal proceedings earlier to avoid the expiration of any applicable limitations periodwithout limitation, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)18(e) above.

Informal Dispute Resolution. (a) Prior If a dispute arises between the Parties relating to the initiation of formal dispute resolution procedures (i.e.this Agreement, arbitrationother than as provided in Section 19.1(d), the Parties shall first attempt agree to resolve their dispute at use the senior manager level. If that level of following alternative dispute resolution is not successful, the Parties shall proceed informally, as follows(“ADR”) procedure prior to either Party pursuing other available remedies: (i) Upon A meeting shall be held promptly between the written request Parties, attended by Supplier’s Contract Manager and ABM’s Project Executive, to attempt in good faith to negotiate a resolution of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) If the foregoing individuals are unable to resolve a dispute in an amount of time that either Party deems reasonable under the circumstances, such Party may, upon written notice to the other Party, refer the dispute for resolution to the senior corporate executives specified below: for Supplier: General Manager — Small and Medium Industry ; and for ABM: Senior VP and Chief Administrative Officer. (iii) The designated representatives shall meet senior corporate executives specified above will confer as often as the Parties they deem reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties believe to be appropriate and germane in connection with its resolution. The representatives Such designated senior corporate executives shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding.. The specific format for the discussions will be left to the discretion of such designated senior corporate executives, but may include the preparation of agreed-upon statements of fact or written statements of position (iiib) During the course of discussionnegotiations under Section 19.1(a) above, all reasonable requests made by one Party to another for non-privileged non-confidential information information, reasonably related to this Agreement shall the dispute, will be honored so in order that each of the Parties may be fully advised of the other's ’s position. (iv) The specific format . All negotiation and mediation proceedings shall be strictly confidential and used solely for the discussions purposes of settlement. Any materials prepared by one Party for those proceedings shall not be left to used as evidence by the discretion of the designated representatives. (b) Prior to instituting other Party in any formal proceedings; provided, however, the Parties will first have their chief executive officers meet underlying facts supporting such materials may be subject to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) daysdiscovery. (c) Subject Each Party fully understands its specific obligations under the provisions of this Agreement. Neither Party considers such obligations to Subsection (b)be vague or in any way unenforceable, formal proceedings for and neither Party will contend to the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding contrary at any future time or in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)future proceeding. (d) This Section 11.2 19.1 shall not be construed to prevent or delay a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to (i) avoid the expiration of any applicable limitations period, or to (ii) preserve a superior position with respect to other creditors creditors, or (iii) seek injunctive relief in the event (A) Supplier breaches (or attempts or threatens to breach) its obligation to provide Termination Assistance Services as provided in Section 11.6(a)4.3; (B) Supplier breaches (or attempts or threatens to breach) its obligation respecting continued performance in accordance with Section 19.3; (C) Supplier breaches (or attempts or threatens to breach) its obligation to provide access to computers or files containing ABM Data in accordance with Section 13.4; (D) either Party breaches (or attempts or threatens to breach) its obligation with respect to the other Party’s Proprietary Information under Article 13; (E) either Party infringes or misappropriates (or attempts or threatens to infringe or misappropriate) the other Party’s patents, copyrights, trademarks, trade secrets or other proprietary rights in violation of Article 14; or (F) Supplier breaches (or attempts or threatens to breach) its obligations under Section 20.6.

Informal Dispute Resolution. (a) Prior The Dispute resolution process will begin with a written notice from one Party to the initiation other (a “Dispute Notice”), (i) reasonably describing the nature of formal dispute resolution procedures the Dispute and the outcome desired by the notifying Party and (i.e., arbitration)ii) requesting the formation of the Governance Committee and referral of the Dispute to the Governance Committee for good faith negotiations and resolution. (b) Following referral of the matter to the Governance Committee, the Parties shall first attempt will cause the Governance Committee to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information Information with respect to the matter in issue that Dispute which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve resolution of the dispute without the necessity of any formal proceedingDispute. (iiic) During the course of discussionthe negotiation, subject to the Parties’ respective confidentiality obligations, all reasonable requests made by one either Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall Information will be honored so in order that each the members of the Parties Governance Committee may be fully advised of in the other's position. (iv) matter. The specific format for the Governance Committee’s discussions shall and negotiations will be left to the discretion of the designated representatives. (b) Prior Governance Committee but may include the preparation of agreed upon statements of fact or written statements of position furnished to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)other Party. (d) This If the Governance Committee does not agree to a resolution of a Dispute within 30 days following the receipt of the Dispute Notice given under Section 11.2 shall not be construed 5.2(a), or if a resolution agreed to prevent by the Governance Committee fails to resolve the Dispute, a Party may by formal notice pursuant to Section 6.5 refer the Dispute for resolution by the Chief Executive Officer (“CEO”) of each Party, each of whom will have the authority to resolve the Dispute on behalf of their respective Party. The Parties’ CEOs will promptly meet in person or by phone to attempt to resolve the Dispute in good faith. (e) If the Dispute has not been resolved by the Parties’ CEOs within 30 days following delivery of the formal notice given under Section 5.2(d), either Party may submit the Dispute for resolution by mediation. The mediation will be conducted in Canton, Ohio by a single mediator from institutingJAMS. The Parties will mutually select the mediator from the JAMS neutral panelists list. If the Parties do not agree on the selection of the mediator within 30 days following receipt by the Parties of the list of panelists, the mediator will be selected from the list of neutral panelists pursuant to the TIMKENSTEEL CORPORATION HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. TIMKENSTEEL CORPORATION HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. rules for selection of arbitrators in the JAMS Comprehensive Arbitration Rules and Procedures. The mediator will have 30 days from the date the Dispute is submitted to him or her (or such longer period as the Parties may mutually agree in writing) (the “Mediation Period”) to attempt to resolve the dispute, and a the Parties will cooperate fully in the mediation process. The Parties will share equally the costs, fees and expenses of the mediator and any payments to JAMS for such mediation. If the Dispute has not been resolved through mediation within the Mediation Period, each Party is authorized may refer the dispute to institutearbitration in accordance with Section 5.3. (f) Except as otherwise independently discoverable, formal proceedings earlier to avoid nothing said or disclosed, nor any document produced, in the expiration course of any applicable limitations periodnegotiations, conferences or discussions to preserve settle a superior position with respect Dispute pursuant to this Section 5.2 will be offered or received as evidence or used for impeachment or for any other creditors or as provided purpose in any proceedings, including the arbitration proceedings contemplated in Section 11.6(a)5.3, but will be considered to have been disclosed for settlement purposes only.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, informally as follows: (i) 10.1.1. Upon the written request of either Partya party, each Party any dispute, which arises between the parties relating to or arising out of this agreement, including the validity, implementation, execution, interpretation, rectification, termination or cancellation of this agreement, shall appoint a designated representative who does not otherwise devote substantially full time be referred to performance under the chief executive officer of the Service Provider (“the CEO”) and to the Director-General of DPME (“the DG”). The DG and the CEO reserves the right to delegate some or all of their responsibilities in this Agreement, whose task it will be regard to meet for the purpose of endeavoring to resolve such dispute. Chief Financial Officer (iithe CFO) or another suitable senior manager. The designated representatives CEO and DG shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives CEO and DG shall discuss the problem and attempt to resolve the dispute dispute, without the necessity of any formal proceeding. , within 14 (iiiFourteen) days of the dispute having been referred. During the course of discussion, all reasonable requests made by one Party party to another for non-privileged non-confidential information information, reasonably related to this Agreement agreement, shall be honored so honoured in order that each of the Parties parties may be fully advised of the other's position. (iv) . The specific format for the discussions shall be left to the discretion of the designated representativesCEO and the DG. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute10.1.2. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: : (i) The designated representatives the CEO and the DG concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or or (ii) Thirty the expiry of a period of 14 (30Fourteen) days after the initial written request referred to appoint a designated representative pursuant to Subsection (a), above, in clause 10.1.1 (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 clause 10.1.1 was not followed or completed). (d) This Section 11.2 10.1.3. Proceedings in terms of this clause 10.1 shall not be construed to prevent a Party party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)creditors. 10.1.4. Any period of time stipulated under point 10.1 may be extended by Parties upon mutual written agreement of such extension.

Informal Dispute Resolution. (a) 15.1 Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)arbitration pursuant to Section 16, the Parties parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, informally as follows: (ia) Upon the written request of either a Party, each Party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (iib) The designated representatives shall meet as often as the Parties they reasonably deem necessary in order for each Party to gather and furnish to the other all information with respect to the matter in issue that the which Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iiic) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information nonprivileged information, reasonably related to this Agreement Agreement, shall be honored so in order that each of the Parties may be fully advised of the other's position. (ivd) The specific format for the discussions shall be left to the discretion of the designated representatives, but may include the preparation of agreed-upon statements of fact or written statements of position. (be) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings Arbitration for the resolution of a dispute may shall not be commenced until the earlier of: (i) The the designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection Paragraph (a), above, () above [this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 15. 1, subparagraph a), was not followed or completed)followed]. (d) 15.2 This Section 11.2 15 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings arbitration earlier than prescribed in Subparagraph 15.1 to (i) avoid the expiration application of any applicable limitations period, or to (ii) preserve a superior position with respect to other creditors creditors, or as provided in Section 11.6(a).(iii) seek immediate injunctive relief

Informal Dispute Resolution. (a) Prior All operational disputes between the parties shall be resolved under the Contract Management procedures developed pursuant to Section 8.2. If the initiation of formal dispute resolution procedures (i.e., arbitration)parties are unable to resolve any disputes after compliance with such processes, the Parties parties shall first attempt meet with the Director of Acquisition Services, DMB, or designee, for the purpose of attempting to resolve their such dispute at without the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informallyneed for formal legal proceedings, as follows: (i) Upon The representatives of Contractor and the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives State shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the each other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. (iiiii) During the course of discussionnegotiations, all reasonable requests made by one Party party to another for non-privileged non-confidential information reasonably related to this Agreement shall the Contract will be honored so in order that each of the Parties parties may be fully advised of the other's ’s position. (iviii) The specific format for the discussions shall will be left to the discretion of the designated State and Contractor representatives, but may include the preparation of agreed upon statements of fact or written statements of position. (iv) Following the completion of this process within sixty (60) calendar days, the Director of Acquisition Services, DMB, or designee, shall issue a written opinion regarding the issues in dispute within thirty (30) calendar days. The opinion regarding the dispute shall be considered the State’s final action and the exhaustion of administrative remedies. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall 23.2 will not be construed to prevent a Party either party from instituting, and a Party party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors creditors, or as provided in pursuant to Section 11.6(a)23.3. (c) The State will not mediate disputes between the Contractor and any other entity, except state agencies, concerning responsibility for performance of work pursuant to the Contract.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon the written request of either a Party, each Party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this the Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (iii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iiiii) During the course coarse of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information nonprivileged information, reasonably related to this Agreement the Agreement, shall be honored so in order that each of the Parties may be fully advised of the other's position. (iviii) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute pursuant to Section 20.2(a) may not be commenced until the earlier of: (i) The the designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days { * } after the initial written request to appoint a designated representative pursuant to Subsection (a), above, 20.1(a) above (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) . This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors creditors, or as provided in Section 11.6(a)20.2(b) or Section 21.6.

Informal Dispute Resolution. (a) Prior to the initiation of any formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their any dispute at the senior manager level. If that level with respect to this Agreement or a Statement of dispute resolution is not successful, the Parties shall proceed informallyWork, as follows:. (ia) Upon the written request of either a Party, each Party to any such dispute shall appoint promptly vest a designated senior management level representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be Agreement or the applicable Statement of Work with authority to meet for settle the purpose of endeavoring to resolve such dispute. (ii) The designated . Such representatives shall meet one or more times, as often as they deem necessary or advisable, and attempt in good faith to resolve the dispute. The meeting(s) will be held reasonably promptly after the request therefore is furnished at an agreed location or via conference call. If the designated representatives cannot resolve the matter within thirty (30) Business Days after the request for attempt at informal resolution pursuant to this Section is furnished by the requesting Party to the receiving Party, or for such longer period upon which the Parties reasonably deem necessary respective representatives may agree in order writing to gather and furnish continue to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without informally, then either Party may elect to submit the necessity of any dispute for resolution in accordance with the formal proceedingdispute resolution procedure specified below. (iiib) During the course of discussionnegotiations, all reasonable requests made by one Party to another the other for non-privileged non-confidential information reasonably related to this Agreement the dispute shall be honored so that each of promptly honored. Any information, discussions, or offers exchanged between the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left privileged, confidential, and without prejudice to the discretion of the designated representatives. (b) Prior to instituting a Party’s legal position in any formal proceedings. All such information, the Parties discussions, and offers will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past be considered settlement discussions and inadmissible in any statute of limitations expiration or for more than fifteen (15) dayssubsequent proceedings. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, period or to preserve a superior position with respect to seek an injunction or any other creditors or as provided in Section 11.6(a)equitable remedy.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e.The Parties shall, arbitration)by mutual agreement, the Parties shall first attempt to resolve their dispute at informally in the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsfollowing manner: (i) Upon Either Party may submit the written request of either Partydispute to the applicable Authorization Letter Committee, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives which shall meet as often as the Parties reasonably deem necessary in order to gather and furnish analyze any information relevant to the other all information with respect to resolution of the matter in issue that the Parties believe to be appropriate and germane in connection with its resolutiondispute. The representatives applicable Authorization Letter Committee shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without dispute. (ii) If the necessity applicable Authorization Letter Committee determines in good faith that resolution through continued discussions by such Authorization Letter Committee does not appear likely, the matter shall be referred to the Relationship Committee to negotiate a resolution of any formal proceedingthe dispute. (iii) During the course of discussionnegotiations, all reasonable requests made by one Party to another the other for non-privileged non-confidential information information, reasonably related to this Agreement the dispute, shall be honored so in order that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to determined at the discretion of the designated representativesapplicable Authorization Letter Committee or the Relationship Committee, but may include the preparation of agreed upon statements of fact or written statements of position. (b) Prior For all or a specified class of disputes, an Authorization Letter may: (i) substitute a dispute resolution process for the process set forth in Section 9.2(a) (ii) impose a dispute resolution process in addition to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) daysprocess set forth in Section 9.2(a). (c) Subject Proposals, statements of fact, statements of position, and other information exchanged during the informal proceedings described in this Article between the Parties shall be privileged, confidential and without prejudice to Subsection a Party's legal position in any formal proceedings, unless such information is otherwise known or otherwise subject to disclosure under this Agreement or an Authorization Letter. All such proposals and information, as well as any conduct during such proceedings, shall be considered settlement discussions and proposals, and shall be inadmissible in any subsequent proceedings. (b)d) Notwithstanding this Section, neither Party may commence formal dispute resolution proceedings for pursuant to Section 9.3 (Arbitration) without first observing the resolution of a dispute may not be commenced until procedures set forth in this Section 9.2. If the earlier ofParties are unable to resolve their dispute: (i) The designated representatives concluding in good faith that amicable within thirty (30) days, after the commencement of such informal dispute resolution through continued negotiation of the matter does not appear likely; process, or (ii) Thirty (30) days after by another mutually agreeable date documented in writing, then the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period Parties shall be deemed to run notwithstanding any claim that the process described in have exhausted this Section 11.2 was not followed or completed)9.2. (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon the written request of either Party, The Relationship Managers for each Party party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives . They shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives Relationship Managers shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. (iii) . During the course of discussionnegotiations, all reasonable requests made by one Party party to another for non-privileged non-confidential information information, reasonably related to this Agreement Agreement, shall be honored so in order that each of the Parties parties may be fully advised of the other's position. (ivb) The specific format If, within [*] days after a matter has been identified for resolution pursuant to this Article, either of the discussions shall Relationship Managers concludes in good faith that amicable resolution through continued negotiation in this forum does not appear likely, the matter will be left escalated by formal written notification to the discretion of Seller and the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the disputeBuyer. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: : (i) The designated representatives concluding the date on which the Seller and Buyer conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or or (ii) Thirty fifteen (3015) days after the initial written request dispute has been referred to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)Seller and the Buyer. (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior to initiating any judicial proceeding hereunder, PharMerica and the initiation of formal Ceres Parties shall be required to abide by the following informal dispute resolution procedures (i.e., arbitration), the Parties shall first attempt process with respect to resolve their each and every dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsarising hereunder: (i) Upon If PharMerica or Ceres desires to initiate the written request procedures under this Section 22(b), PharMerica or Ceres shall give notice thereof (each, a “Dispute Initiation Notice”) to the other of either them (A) indicating that it is a notice initiating the procedures under this Section 22(b), (B) providing a brief description of the nature of the dispute, (C) reasonably identifying the Facilities and Pharmacies involved in, and impacted by, the dispute and the names of the Facility Representatives and Pharmacy Representatives of such Facilities and Pharmacies, respectively, or other nature of the dispute, (D) explaining the initiating Party’s claim or position in connection with the dispute, each Party shall appoint a designated representative who (E) including relevant documentation, and (F) naming an individual with authority to settle the dispute on such Party’s behalf if, as the case may be, the PharMerica Representative or the Ceres Representative does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve have such disputeauthority. (ii) The designated representatives Within * days after receipt of a Dispute Initiation Notice, the receiving Party shall meet as often as the Parties reasonably deem necessary in order to gather and furnish give a written reply (each, a “Dispute Reply”) to the other all information with respect to initiating Party (A) providing a brief description of the matter in issue that the Parties believe to be appropriate and germane receiving Party’s position in connection with its resolution. The representatives shall discuss the problem dispute, (B) including relevant documentation, and attempt (C) naming an individual with the authority to resolve settle the dispute without on behalf of the necessity of any formal proceedingreceiving Party if, as the case may be, the PharMerica Representative or the Ceres Representative does not have such authority. (iii) During PharMerica and Ceres shall cause the course of discussion, all reasonable requests made by one Party individuals identified in the Dispute Initiation Notice and the Dispute Reply above to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each (A) promptly make such investigation of the Parties may be fully advised dispute as such individuals deem appropriate, and (B) commence discussions concerning resolution of the other's positiondispute within * days after the date of the Dispute Initiation Notice. (iv) The specific format for If a dispute has not been resolved within * days after PharMerica and Ceres have commenced discussions regarding the discussions dispute pursuant to Section 22(b)(iii) above, PharMerica and Ceres shall be left (A) mutually submit the dispute to non-binding mediation [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. conducted by a mutually agreed upon mediator, and (B) use commercially reasonable efforts to cause the discretion mediator to conduct the mediation within * days of the designated representativesdispute’s submission to mediation. (bv) Prior to instituting formal proceedingsNotwithstanding any contrary provision in this Agreement, a Party may commence a judicial proceeding hereunder, without having first complied with the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution provisions of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (bthis Section 22(b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed seek injunctive or completed). (d) This Section 11.2 shall not be construed other equitable relief necessary to prevent a Party from institutingirreparable harm, and a Party is authorized to instituteincluding, formal proceedings earlier to avoid the expiration of any applicable limitations periodwithout limitation, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)18(e) above.

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSection 26.1(b), the Parties shall first initially will attempt to resolve their any dispute at arising out of or relating to this Agreement informally in accordance with the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsfollowing: (i) Upon Within ten (10) days after a Party receives notice of a dispute from the written request other Party (“Dispute Date”), it will designate a senior representative (i.e., a person whose rank within the company is superior to, in the case of either PartySupplier, each Party shall appoint a designated representative the Client Partner, and in the case of Health Net, the Health Net Program Manager) who does not otherwise devote substantially full all of his time to performance under this Agreement, whose task it who will be offer to meet with the designated senior representative of the other Party for the purpose of endeavoring attempting to resolve such disputethe dispute amicably. (ii) The designated appointed representatives shall will meet as often as the Parties reasonably deem necessary in order promptly to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem dispute and attempt to resolve the dispute it without the necessity of any formal proceeding. (iii) . They will meet as often as the Parties deem necessary in order that each Party may be fully advised of the other’s position. During the course of discussion, all reasonable requests made by one Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall the matters in dispute will be honored so that each of the Parties may be fully advised of the other's positionpromptly. (iviii) The specific format for the discussions shall will be left to the discretion of the designated appointed representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the Formal dispute resolution of a dispute may not be commenced until by a Party upon the earlier offirst to occur of any of the following: (i) The designated the appointed representatives concluding conclude in good faith that amicable resolution of the dispute through continued negotiation of the matter does not appear likely; or; (ii) Thirty thirty-five (3035) days after have passed from the initial written request to appoint a designated representative pursuant to Subsection (a), above, Dispute Date (this period shall will be deemed to run notwithstanding any claim that the process described in this Section 11.2 26.1 (Informal Dispute Resolution) was not followed or completed).; or (diii) This Section 11.2 shall not be construed to prevent commencement of formal dispute resolution is deemed appropriate by a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors creditors, or a Party makes a good faith determination, including as provided in Section 11.6(a26.4 (Equitable Remedies), that a breach of this Agreement by the other Party is such that a temporary restraining order or other injunctive or conservatory relief is necessary. Terms and Conditions 114 Health Net / Cognizant Confidential (c) All timeframes specified in this Section 26.1 are not-to-exceed durations. In the event of disputes related to compliance with Laws, Health Net may request (and Supplier shall use all best efforts to comply with) shorter timeframes as needed in order for Health Net to respond to any Regulator or regulatory deadlines.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon the written request of either a Party, each Party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (iii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iiiii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information nonprivileged information, reasonably related to this Agreement Agreement, shall be honored so in order that each of the Parties may be fully advised of the other's position. (iviii) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The either of the designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, Section 19.1(a) above (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 20.1 was not followed or completed). (dc) This Section 11.2 20.1 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors creditors, or as provided in Section 11.6(a)this Agreement.

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSection 15.1(b), the Parties initially shall first attempt to resolve their the dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsin accordance with the following: (i) Upon the written request notice by a Party to the other Party of either Partya dispute ("Dispute Date"), each Party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that dispute which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one a Party to another the other for non-privileged non-confidential information information, reasonably related to this Agreement the dispute, shall be honored so in order that each of the Parties a Party may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution Litigation of a dispute may not only be commenced until by either Party upon the earlier of:to occur of any of the following: EMPIRE/IBM CONFIDENTIAL FINAL Version 13 (i) The the designated representatives concluding conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or; (ii) Thirty thirty (30) days after have elapsed from the initial written request to appoint a designated representative pursuant to Subsection (a), above, Dispute Date (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 15.1 was not followed or completed).; or (diii) This Section 11.2 shall not be construed to prevent commencement of litigation is reasonably deemed appropriate by a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors creditors, or as provided in Section 11.6(a)a Party makes a good faith determination that a temporary restraining order or other injunctive relief is necessary with respect to this Agreement.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Partyparty containing a short statement as to the nature of the dispute and the requesting party's position with respect thereto, each Party party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that dispute which the Parties parties believe to be appropriate and germane in connection with its resolutionthe resolution of the dispute. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party party to another for non-privileged non-confidential nonprivileged information reasonably related to this Agreement shall be honored so in order that each of the Parties parties may be fully advised of the other's position. (iva) The specific format for the discussions shall be left to the discretion either of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding concludes in good faith that amicable resolution through continued negotiation of the matter dispute does not appear likelylikely and so stating in a notice to the other designated representative or in a joint declaration signed by each of them; or (iib) Thirty thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this SECTION 9.1(i)(this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 SECTION 9.1 was not followed or completed). (d) This Section 11.2 SECTION 9.1 shall not be construed to prevent a Party party from instituting, and a Party party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors creditors, or as provided in Section 11.6(a)SECTIONS 9.3.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon the written request of either a Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreementrepresentative, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (iii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order within ten (10) business days of such written request to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. Each Party shall furnish all information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution. (iiiii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information nonprivileged information, reasonably related to this Agreement Agreement, shall be honored so in order that each of the Parties may be fully advised of the other's position. (iviii) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedingsIf no resolution of the dispute occurs at this meeting, the Parties will first two officers shall, within ten (10) business days of said meeting, refer the matter to the next highest level of senior management for each Party (the "Senior Executives"), which Senior Executives shall have their chief executive officers meet the authority to discuss settle the dispute. This requirement The referring representatives shall not delay promptly prepare and exchange memoranda stating the institution issues in dispute and each other's position on the merits, summarizing the negotiations which have taken place and attaching relevant documents. (i) The Senior Executives shall meet as soon as practicable, but in no event later than ten (10) business days after the matter has been referred to them, the initial meeting occurring at a location to be selected by the parties. Subsequent meetings, if required, shall be rotated between each Senior Executive's place of business or at any other mutually agreeable location. If the Senior Executives are unable to resolve the dispute within thirty (30) days of their receipt of the matter for resolution, and either or both are unwilling to continue negotiations, such dispute may be referred to formal proceedings past proceedings. (ii) In the event both Parties mutually agree in writing, (A) the dispute may be referred to non-binding mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association ("AAA"). Mediation shall be held in a neutral location to be determined by the Parties. If the Parties are unable to agree upon a neutral site, the mediation will be held in Delaware. (B) The dispute shall be referred to non-binding mediation before one (1) mediator selected from a panel of persons experienced and knowledgeable in the computer industry. The mediator shall apply the laws of the state of the principal offices of the Party requesting mediation. Each Party shall bear its own expenses and the parties shall equally share the filing and other administrative fees of the AAA and the expenses of the mediator. Prior to the initiation of mediation, the aggrieved Party will give the other Party at least thirty (30) days written notice describing the claim and amount as to which it intends to initiate action. (C) The Parties, their representatives and participants and the mediator shall hold the existence, content and result of the mediation in confidence, except to the limited extent necessary to enforce a final settlement agreement. (D) In the event the non-binding mediation is unsuccessful to resolve the dispute, each Party may pursue any statute of limitations expiration or for more than fifteen (15) daysand all remedies available to it at law and in equity. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors creditors, or as provided in Section 11.6(a)10.2(a) of the Agreement.

Informal Dispute Resolution. (a) 25.1.1. Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall will first attempt to resolve their dispute at informally in accordance with the senior manager levelprocedure set forth in this Clause 25.1. 25.1.2. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either a Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreementany dispute, whose task it which arises between the Parties, will be referred to meet for a joint committee consisting of the purpose SARS nominated person and a senior representative of endeavoring to resolve such dispute. (ii) the Supplier nominated by Supplier. The designated representatives shall joint committee will meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. 25.1.3. The representatives shall SARS nominated person and the senior representative of Supplier contemplated in Clause 25.1.3 will discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) . During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information information, reasonably related to this Agreement shall Agreement, will be honored so honoured in order that each of the Parties may be fully advised of the other's other Party’s position. (iv) . The specific format for the discussions shall will be left to the discretion of the designated representativesjoint committee. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute25.1.4. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding SARS nominated person or the senior representative of Supplier contemplated in Clause 25.1.2 conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or. (ii) Thirty (30) days after 25.1.5. In the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim event that the informal dispute resolution process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent fails, a Party from institutingmay either approach a competent court for relief or alternatively the Parties may, and a Party is authorized by agreement, refer the dispute to instituteformal dispute resolution in accordance with Clause 25.2. Once the Parties have committed to formal dispute resolution, formal the Parties irrevocably consent to any proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)terms thereof.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall will first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed Dispute informally, as follows: (i) First, the complaining party must provide notice of the Dispute in accordance with the notice provisions of Article 10 (the “Dispute Notice”). Upon receipt of the written request Dispute Notice, executives of either PartyLMP and Xxxxxxxx who have the actual or apparent authority to resolve the controversy (collectively, each Party shall appoint a designated representative who does not otherwise devote substantially full time the “Arbitration Representatives”), will meet to performance under this Agreement, whose task it will be to meet discuss the Basis for the purpose Dispute and will use their good faith efforts to reach a reasonable resolution to the Dispute. Upon receipt of endeavoring the Dispute Notice, the receiving party will submit to resolve the other party a written response (the “Dispute Response”). The Dispute Notice and the Dispute Response will include (A) a statement of the Party’s concerns and perspectives on the issues in dispute, (B) a summary of supporting facts and circumstances, and (C) the identity of the Arbitration Representatives who will represent such dispute. (ii) The designated representatives shall Party and of any other Person who will accompany the Arbitration Representatives. Such Arbitration Representatives will meet as often as the Parties they reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall will discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute Dispute without the necessity of any formal proceeding. In addition, to facilitate such negotiations the Parties may agree to utilize the services of a mediator whose fees will be split equally by the Parties. (ii) The Parties agree that any written statements, including the Dispute Notice and the Dispute Response, will be prepared in connection with settlement negotiations, and as such will be privileged and will not be used against the Party who prepared such statement unless it is subsequently introduced by the preparing Party in any formal proceedings. The Parties also agree that the informal settlement negotiations will be conducted privately, amicably and confidentially. MIPA – AAG Honda 45 (iii) During Should the course of discussion, all reasonable requests made by one Party Arbitration Representatives fail to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each reach agreement within 30 days after receipt of the Parties Dispute Notice in accordance with Section 11.2(a)(i) above (or such longer period as such Arbitration Representatives may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (bagree in writing), then formal proceedings for the resolution of a dispute such Dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this accordance with Section 11.2 was not followed or completed11.2(b). (div) This Section 11.2 shall will not be construed to prevent a Party LMP from instituting, and a Party LMP is hereby authorized to institute, formal proceedings (including seeking provisional remedies such as attachment, preliminary injunction and replevin from the appropriate court) earlier to avoid the expiration of any applicable limitations period, or to avoid irreparable harm (including irreparable harm caused by Staluppi’s breach of the covenants set forth in Section 6.16), to preserve a superior position with respect to other creditors creditors, or, to the extent contemplated by Section 11.9, to pursue injunctive or as provided in Section 11.6(a)other equitable remedies.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, informally as follows: (i) 10.1.1. Upon the written request of either Partya party, each Party any dispute, which arises between the parties relating to or arising out of this agreement, including the validity, implementation, execution, interpretation, rectification, termination or cancellation of this agreement, shall appoint a designated representative who does not otherwise devote substantially full time be referred to performance under the chief executive officer of the Service Provider (“the CEO”) and to the Director-General of DPME (“the DG”). The DG and the CEO reserves the right to delegate some or all of their responsibilities in this Agreement, whose task it will be regard to meet for the purpose of endeavoring to resolve such dispute. Chief Financial Officer (iithe CFO) or another suitable senior manager. The designated representatives CEO and DG shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives CEO and DG shall discuss the problem and attempt to resolve the dispute dispute, without the necessity of any formal proceeding. , within 14 (iiiFourteen) days of the dispute having been referred. During the course of discussion, all reasonable requests made by one Party party to another for non-non- privileged non-confidential information information, reasonably related to this Agreement agreement, shall be honored so honoured in order that each of the Parties parties may be fully advised of the other's position. (iv) . The specific format for the discussions shall be left to the discretion of the designated representativesCEO and the DG. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute10.1.2. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: : (i) The designated representatives the CEO and the DG concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or or (ii) Thirty the expiry of a period of 14 (30Fourteen) days after the initial written request referred to appoint a designated representative pursuant to Subsection (a), above, in clause 10.1.1 (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 clause 10.1.1 was not followed or completed). (d) This Section 11.2 10.1.3. Proceedings in terms of this clause 10.1 shall not be construed to prevent a Party party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)creditors. 10.1.4. Any period of time stipulated under point 10.1 may be extended by Parties upon mutual written agreement of such extension.

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSections 21.1(b) and 21.1(c), the Parties shall first initially will attempt to resolve their any dispute at arising out of or relating to the senior manager level. If that level of dispute resolution is not successful, Agreement informally in accordance with the Parties shall proceed informally, as followsfollowing: (i) Upon Within five (5) days after a Party receives notice of a dispute from the written request of either other Party (“Dispute Date”), it will designate a senior representative (i.e., a person whose rank within the company is superior to that Party, each Party shall appoint a designated representative ’s Global PE/PM) who does not otherwise devote substantially full all of his time to performance under this the Agreement, whose task it who will be offer to meet with the designated senior representative of the other Party for the purpose of endeavoring attempting to resolve such disputethe dispute amicably. (ii) The designated appointed representatives shall will meet as often as the Parties reasonably deem necessary in order promptly to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem dispute and attempt to resolve the dispute it without the necessity of any formal proceeding. (iii) . They will meet as often as the Parties deem necessary in order that each Party may be fully advised of the other’s position. During the course of discussion, all reasonable requests made by one Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall the matters in dispute will be honored so that each of the Parties may be fully advised of the other's positionpromptly. (iviii) The specific format for the discussions shall will be left to the discretion of the designated appointed representatives. Indirect Sourcing Services Agreement EXECUTION COPY General Terms and Conditions Page 62 of 69 Solectron/IBM Confidential (iv) If the dispute has not been resolved within twenty-five (25) days after the Dispute Date, upon the request of either Party, the presidents or chief operating officers of IBM and Solectron will promptly meet and negotiate in good faith to resolve the dispute. (b) Prior Within sixty (60) days after the Dispute Date, if neither Party has commenced formal dispute resolution as permitted under Section 21.1(c), then either Party may initiate non-binding mediation of the dispute by submitting a written request for mediation describing the subject of the dispute and the relief requested to instituting formal proceedingsJAMS, the dispute mediation entity, with a copy to the other Party. The Parties will first have their chief executive officers meet to discuss cooperate with JAMS and each other in the disputemediation process. This requirement shall not delay The mediation will be conducted in accordance with the institution applicable practices and procedures of JAMS. If formal proceedings past any statute dispute resolution is commenced as permitted under Section 21.1(c), either Party may terminate the mediation process by so notifying JAMS and the other Party. Each Party will bear its own expenses in the mediation process and will share equally the charges of limitations expiration or for more than fifteen (15) daysJAMS. (c) Subject to Subsection (b), formal proceedings for the resolution Litigation of a dispute may not be commenced until by a Party upon the earlier offirst to occur of any of the following: (i) The designated the appointed representatives concluding conclude in good faith that amicable resolution of the dispute through continued negotiation of the matter does not appear likely; or; (ii) Thirty ninety (3090) days after have passed from the initial written request to appoint a designated representative pursuant to Subsection (aDispute Date if neither Party has requested mediation under Section 21.1(b), above, or ninety (this period shall 90) days have passed from the date that one of the Parties requested mediation (these periods will be deemed to run notwithstanding any claim that the process described in this Section 11.2 21.1 Informal Dispute Resolution) was not followed or completed).; or (diii) This Section 11.2 shall not be construed to prevent commencement of litigation is deemed appropriate by a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors creditors, or a Party makes a good faith determination, including as provided in Section 11.6(a21.4 (Equitable Remedies), that a breach of the Agreement by the other Party is such that a temporary restraining order or other injunctive or conservatory relief is necessary.

Informal Dispute Resolution. (a) Any dispute between the parties arising out of or with respect to this Agreement, either with respect to the interpretation of any provision of this Agreement or with respect to the performance by Healtheon or SBCL, shall be resolved as provided in this Section 16. 16.2.1 Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon the written request of either Party, each Party The Relationship Managers shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives . They shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives Relationship Managers shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. (iii) . During the course of discussionnegotiations, all reasonable requests made by one Party party to another for non-privileged non-confidential information nonprivileged information, reasonably related to this Agreement Agreement, shall be honored so in order that each of the Parties parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedingsIf, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than within fifteen (15) daysdays after a matter has been identified for resolution pursuant to this Section 16, either of the Relationship Managers concludes in good faith that amicable resolution through continued negotiation in this forum does not appear likely, the matter will be escalated by formal written notification to the SBCL President and the Healtheon President. The parties will use their respective best efforts to cause the SBCL President and the Healtheon President to meet to attempt to resolve the dispute. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: : (i) The designated representatives concluding the date on which the SBCL President and the Healtheon President conclude in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or or (ii) Thirty thirty (30) days after the initial written request dispute has been referred to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in SBCL President and the Healtheon President. 16.2.2 The provisions of this Section 11.2 was not followed or completed). (d) This Section 11.2 16 shall not be construed to prevent a Party party from instituting, and a Party party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior The parties shall make all reasonable efforts to resolve through good faith negotiations between their respective principals any disputes, controversies or other matters in question between the initiation parties to this Agreement, arising out of, or relating to this Agreement, or the alleged breach thereof, including any claim in which either party is demanding monetary damages of formal dispute resolution procedures (i.e.any nature and under any legal or equitable theory, arbitration)including, but not limited to, negligence, breach of contract, strict liability violation of any state, local or federal law, or intentional acts or omissions by either party. Specifically, if such a dispute, controversy or other matter arises between the parties, the Parties shall AWS Vendor Manager and the Provider Account Manager will first attempt to resolve their dispute at the senior manager levelreach an amicable resolution. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring they are unable to resolve such dispute. dispute within ten (ii10) The business days, AWS and Provider shall each promptly designate one representative with management authority (each a "Management Representative") to use their reasonable best efforts to resolve such dispute or to negotiate an appropriate modification or amendment. If either party fails to designate a Management Representative at its own initiative, it shall do so within three business days of a written request from the other party to do so. Except as otherwise provided in the termination provisions hereof or agreed to by the parties, neither party shall be permitted to exercise any other remedies for twenty (20) days following the date that both parties have designated representatives shall meet a Management Representative. If the issue cannot be successfully resolved by negotiation, either party may submit the matter to mediation as often as the Parties reasonably deem necessary set forth in Section 11.4 by serving a Notice pursuant to Section 13. Nothing in this section can be construed to preclude any party from seeking injunctive relief in order to gather and furnish protect its rights pending the escalation or mediation process. A request by a party to the other all information with respect to the matter in issue that the Parties believe to a court for such injunctive relief cannot be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each deemed a waiver of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left obligation to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the disputemediate. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period Nothing herein shall be deemed to run notwithstanding limit any claim that right of a party to terminate this Agreement for any default or breach by the process described other party. At the conclusion of the Section 11.3 Escalation and Section 11.4 Non-Binding Mediation processes, either party shall have the right, in this Section 11.2 was the event of a default, to any other remedies available in law or in equity, but not followed or completed)limited to the right to seek damages. (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon The Parties agree that the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it UICI Contract Executive and the Insurdata Project Executive will be to meet for the purpose of endeavoring attempt in good faith to resolve all disputes. In the event the UICI Contract Executive and the Insurdata Project Executive are unable to resolve a dispute in an amount of time that either Party deems reasonable under the circumstances, such disputeParty may refer the dispute for resolution to the senior managers specified in SECTION 19.1(b) below upon written notice to the other Party. (iib) Within five (5) business days of a notice under SECTION 19.1(a) above referring a dispute for resolution by senior managers, the UICI Contract Executive and the Insurdata Project Executive will each prepare and provide to the Insurdata Vice President of Client Services and the UICI Chief Information Officer or their designate, respectively, summaries of the relevant information and background of the dispute, along with any appropriate supporting documentation, for their review. The designated representatives shall meet will confer as often as the Parties they deem reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceeding. The specific format for the discussions will be left to the discretion of the designated representatives, but may include the preparation of agreed-upon statements of fact or written statements of position. (iiic) During the course of discussionnegotiations under SECTION 19.1(a) or 19.1(b) above, all reasonable requests made by one Party to another for non-privileged non-confidential information information, reasonably related to this Agreement shall the dispute, will be honored so that each of the Parties parties may be fully advised of the other's position. (ivd) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute pursuant to SECTION 19.2 may not be commenced until the earlier of: (i1) The designated representatives the senior managers under SECTION 19.1(b) above concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; orand (ii2) Thirty fifteen (3015) days after the initial written request notice under SECTION 19.1(a) above referring the dispute to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) senior managers. This Section 11.2 shall provision will not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier (i) to avoid the expiration of any applicable limitations period, or (ii) to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)creditors.

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSections 18.1(b), 18.1(c), and 18.4, the Parties parties initially shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsin accordance with the following: (i) Upon the written request notice by a party to the other party of either Partya dispute (“Dispute Date”) which the Capital One Contract Manager and the TSYS Services Manager have been unable to resolve, each Party party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party a party to another the other for non-legally privileged non-confidential information reasonably related to this Agreement the subject matter of the dispute shall be honored so in order that each of the Parties a party may be fully advised of the other's ’s position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior After [***] days following the Dispute Date and prior to instituting formal proceedingscommencement of any arbitration as permitted under Section 18.1(c), either party may initiate mediation of the Parties will first have their chief executive officers meet dispute by submitting to discuss the disputeAAA (the “DM”) and to the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. This requirement The parties shall not delay cooperate with DM and each other in the institution mediation process. The mediation shall be conducted in accordance with the applicable practices and procedures of formal proceedings past any statute DM. Upon commencement of limitations expiration or for more than fifteen (15) daysarbitration as permitted under Section 18.1(c), either party, upon notice to DM and to the other party, may terminate the mediation process. Each party shall bear its own expenses in the mediation process and shall share equally the charges of DM. (c) Subject to Subsection (b), formal proceedings for the resolution Arbitration of a dispute may not be commenced until by either party upon the earlier ofto occur of any of the following: (i) The the designated representatives concluding in good faith mutually conclude that amicable resolution through continued negotiation of the matter does not appear likely; orand (ii) Thirty (30) [***] days after have elapsed from the initial written request to appoint a designated representative pursuant to Subsection (aDispute Date if neither party has requested mediation under Section 18.1(b), above, or [***] days have elapsed from the Dispute Date if either party has requested mediation within the required time frame (this period these periods shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 18.1 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSection 26.1(b), the Parties shall first initially will attempt to resolve their any dispute at arising out of or relating to this Agreement informally in accordance with the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsfollowing: (i) Upon Within ten (10) days after a Party receives notice of a dispute from the written request other Party (“Dispute Date”), it will designate a senior representative (i.e., a person whose rank within the company is superior to, in the case of either PartySupplier, each Party shall appoint a designated representative the Supplier PE, and in the case of Health Net, the Health Net Program Manager) who does not otherwise devote substantially full all of his time to performance under this Agreement, whose task it who will be offer to meet with the designated senior representative of the other Party for the purpose of endeavoring attempting to resolve such disputethe dispute amicably. (ii) The designated appointed representatives shall will meet as often as the Parties reasonably deem necessary in order promptly to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem dispute and attempt to resolve the dispute it without the necessity of any formal proceeding. (iii) . They will meet as often as the Parties deem necessary in order that each Party may be fully advised of the other’s position. During the course of discussion, all reasonable requests made by one Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall the matters in dispute will be honored so that each of the Parties may be fully advised of the other's positionpromptly. (iviii) The specific format for the discussions shall will be left to the discretion of the designated appointed representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the Formal dispute resolution of a dispute may not be commenced until by a Party upon the earlier offirst to occur of any of the following: (i) The designated the appointed representatives concluding conclude in good faith that amicable resolution of the dispute through continued negotiation of the matter does not appear likely; orGeneral Terms and Conditions- 86 Health Net / IBM Confidential (ii) Thirty thirty-five (3035) days after have passed from the initial written request to appoint a designated representative pursuant to Subsection (a), above, Dispute Date (this period shall will be deemed to run notwithstanding any claim that the process described in this Section 11.2 26.1 (Informal Dispute Resolution) was not followed or completed).; or (diii) This Section 11.2 shall not be construed to prevent commencement of formal dispute resolution is deemed appropriate by a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors creditors, or a Party makes a good faith determination, including as provided in Section 11.6(a26.4 (Equitable Remedies), that a breach of this Agreement by the other Party is such that a temporary restraining order or other injunctive or conservatory relief is necessary.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall will first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed Dispute informally, as follows: (i) First, the complaining party must provide notice of the Dispute in accordance with the notice provisions of Article 10 (the “Dispute Notice”). Upon receipt of the written request Dispute Notice, executives of either PartyLMP and Xxxxxxxx who have the actual or apparent authority to resolve the controversy (collectively, each Party shall appoint a designated representative who does not otherwise devote substantially full time the “Arbitration Representatives”), will meet to performance under this Agreement, whose task it will be to meet discuss the Basis for the purpose Dispute and will use their good faith efforts to reach a reasonable resolution to the Dispute. Upon receipt of endeavoring the Dispute Notice, the receiving party will submit to resolve the other party a written response (the “Dispute Response”). The Dispute Notice and the Dispute Response will include (A) a statement of the Party’s concerns and perspectives on the issues in dispute, (B) a summary of supporting facts and circumstances, and (C) the identity of the Arbitration Representatives who will represent such dispute. (ii) The designated representatives shall Party and of any other Person who will accompany the Arbitration Representatives. Such Arbitration Representatives will meet as often as the Parties they reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall will discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute Dispute without the necessity of any formal proceeding. In addition, to facilitate such negotiations the Parties may agree to utilize the services of a mediator whose fees will be split equally by the Parties. (ii) The Parties agree that any written statements, including the Dispute Notice and the Dispute Response, will be prepared in connection with settlement negotiations, and as such will be privileged and will not be used against the Party who prepared such statement unless it is subsequently introduced by the preparing Party in any formal proceedings. The Parties also agree that the informal settlement negotiations will be conducted privately, amicably and confidentially. (iii) During Should the course of discussion, all reasonable requests made by one Party Arbitration Representatives fail to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each reach agreement within 30 days after receipt of the Parties Dispute Notice in accordance with Section 11.2(a)(i) above (or such longer period as such Arbitration Representatives may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (bagree in writing), then formal proceedings for the resolution of a dispute such Dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this accordance with Section 11.2 was not followed or completed11.2(b). (div) This Section 11.2 shall will not be construed to prevent a Party LMP from instituting, and a Party LMP is hereby authorized to institute, formal proceedings (including seeking provisional remedies such as attachment, preliminary injunction and replevin from the appropriate court) earlier to avoid the expiration of any applicable limitations period, or to avoid irreparable harm (including irreparable harm caused by Staluppi’s breach of the covenants set forth in Section 6.16), to preserve a superior position with respect to other creditors creditors, or, to the extent contemplated by Section 11.9, to pursue injunctive or as provided in Section 11.6(a)other equitable remedies.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (ia) Upon the written request of either a Party, each Party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this the Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute.. {*} = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED (iii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iiiii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information nonprivileged information, reasonably related to this Agreement the Agreement, shall be honored so in order that each of the Parties may be fully advised of the other's position. (iviii) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute pursuant to Section 20.2(a) may not be commenced until the earlier of: (i) The the designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) {*} days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, 20.1(a) above (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) . This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors creditors, or as provided in Section 11.6(a)20.2(b) or Section 21.6.

Informal Dispute Resolution. (a) Prior to Any controversy or claim between Company, on the initiation one hand, and FUSA on the other hand, arising from or in connection with this Agreement or the relationship of formal dispute resolution procedures (i.e., arbitration), the Parties under this Agreement whether based on contract, tort, common law, equity, statute, regulation, order or otherwise ("Dispute") shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, be resolved as follows: (ia) Upon the written request of either PartyCompany, on the one hand, or FUSA on the other hand, a duly appointed representative(s) of each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring attempting to resolve such disputeDispute. Should they be unable to resolve the Dispute, the designated executive representative of JUNO ONLINE SERVICES, L.P., will meet with FUSA's Executive Vice President of Marketing (the "Executives") in an effort to resolve the Dispute. Said meeting shall be in person or by telephone. (iib) The designated representatives Executives shall meet as often as the Parties reasonably deem necessary in order agree to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt in an effort to resolve the dispute Dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal Formal proceedings for the resolution of a dispute Dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter procedures set forth in subsections (a)-(b) hereof does not appear likely; or (ii) Thirty the expiration of the thirty-five (3035) days after day period immediately following the initial written request to appoint a designated representative pursuant to Subsection (a)negotiate the Dispute; provided, abovehowever, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall will not be construed to prevent a Party from instituting, and a Party is authorized to institute, instituting formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided to seek temporary or preliminary injunctive relief. The commencement of a proceeding pursuant to this provision does not relieve a Party from the executive consultation requirement contained in Section 11.6(a)this Section.

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSections 22.1(b) and 22.1(c), the Parties parties initially shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsin accordance with the following: (i) Upon the written request notice by a party to the other party of either Partya dispute (“Dispute Date”), each Party party shall appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this AgreementAgreement or such SOW, as applicable, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party a party to another the other for non-legally privileged non-confidential information reasonably related to this Agreement shall be honored so in order that each of the Parties a party may be fully advised of the other's ’s position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior After twenty-five (25) days following the Dispute Date and prior to instituting formal proceedingscommencement of any litigation as permitted under Section 22.1(c), either party may initiate mediation of the Parties will first have their chief executive officers meet dispute by submitting to discuss the disputeAmerican Arbitration Association (“AAA”) and to the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. This requirement The parties shall not delay cooperate with AAA and each other in the institution mediation process. The mediation shall be conducted in accordance with the AAA Commercial Mediation Procedures. Upon commencement of formal proceedings past any statute litigation as permitted under Section 22.1(c), either party, upon notice to AAA and to the other party, may terminate the mediation process. Each party shall bear its own expenses in the mediation process and shall share equally the charges of limitations expiration or for more than fifteen (15) daysAAA. (c) Subject Either party may file legal proceedings to Subsection (b)resolve such dispute, formal proceedings for the resolution of a dispute may not be commenced until upon the earlier ofto occur of any of the following: (i) The the designated representatives concluding in good faith mutually conclude that amicable resolution through continued negotiation of the matter does not appear likely; or thirty-five (35) days have elapsed from the Dispute Date if neither party has requested mediation under Section 22.1(b), or (ii) Thirty sixty (60) days have elapsed from the Dispute Date if either party has requested mediation within thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection Dispute Date (a), above, (this period these periods shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 22.1 was not followed or completed). (d) This Notwithstanding the previous in this Section 11.2 shall not be construed 22.1, either party will have the right to prevent apply at any time to a Party from institutingjudicial authority for appropriate injunctive relief (or other interim or conservatory measures), and including (i) as provided in Section 23.11, (ii) if a Party party makes a good faith determination that a breach of this Agreement by the other party is authorized to institutesuch that a temporary restraining order or other injunctive relief is necessary, formal proceedings earlier or (iii) to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors or creditors. The informal dispute resolution procedure described above in these Sections 22.1(a) and 22.1(b) shall not be suspended due to any party’s commencing litigation, as provided in this Section 11.6(a22.1(d).

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager levelinformally pursuant to this Section. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either a Party, each Party shall appoint a designated representative from its senior management who does not otherwise devote substantially full all of his or her time to performance under this Agreementthe Transaction Documents, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. If, after thirty (30) days from the written request the representatives from senior management have not resolved such dispute, each Party shall appoint a representative from its executive management whose task it will be to meet for the purpose of endeavoring to resolve such dispute. If, after sixty (60) days from the appointment of such representatives from executive management, the representatives have not resolved such dispute, then the provisions of Section 13.2 shall apply. (iii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that which the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iiiii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information information, reasonably related to this Agreement Agreement, shall be honored so in order that each of the Parties may be fully advised of the other's position. (iviii) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedingsThe Parties agree that disputes, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement controversies or claims between them shall not delay be subject to the institution provisions of this Section where: (i) A Party makes a good faith determination that a breach of the terms of the Transaction Documents by the other Party is such that a temporary restraining order or other injunctive relief is the only appropriate and adequate remedy; or (ii) Institution of formal proceedings past any statute of limitations expiration or for more earlier than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings as set forth in this Section 13.1 for the resolution of a dispute may not be commenced until after the earlier of: of (ix) The designated representatives concluding in a good faith determination that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal such proceedings earlier are necessary to avoid the expiration of any applicable limitations period, period or (y) to preserve a superior position with respect to other creditors or as provided creditors. (c) If a Party files a pleading with a court seeking immediate injunctive relief and this pleading is challenged by the other Party and the injunctive relief sought is not awarded in Section 11.6(a)substantial part, the Party filing the pleading seeking immediate injunctive relief shall pay all of the costs and attorneys' fees of the Party successfully challenging the pleading.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e.The Parties, arbitration)by mutual agreement, the Parties shall first may attempt to resolve their dispute at informally in the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsfollowing manner: (ia) Upon Either Party may submit the written request of either Partydispute to the Oversight Committee, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives which shall meet as often as the Parties reasonably deem necessary in order to gather and furnish analyze any information relevant to the other all information with respect to resolution of the matter in issue that the Parties believe to be appropriate and germane in connection with its resolutiondispute. The representatives Oversight Committee shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without the necessity of any formal proceedingdispute. (iiib) If the Oversight Committee determines in good faith that resolution through continued discussions by such Oversight Committee does not appear likely, the matter shall be referred to the Chief Executive Officers (or the equivalent) of Customer and Supplier for resolution. If the respective Chief Executive Officers determine in good faith that they can not resolve the dispute, the matter may be submitted to binding arbitration or litigation in accordance with this Article 20. (c) During the course of discussionnegotiations, all reasonable requests made by one Party to another the other for non-privileged non-confidential information information, reasonably related to this Agreement the dispute, shall be honored so in order that each of the Parties may be fully advised of the other's position. (ivd) The specific format for the discussions shall be left to determined at the discretion of the designated representativesOversight Committee, but may include the preparation of agreed upon statements of fact or written statements of position. (be) Prior Proposals and information exchanged during the informal proceedings described in this Article between the Parties shall be privileged, confidential and without prejudice to instituting a Party's legal position in any formal proceedings. All such proposals and information, as well as any conduct during such proceedings, shall be considered settlement discussions and proposals, and shall be inadmissible in any subsequent proceedings. (f) Unless otherwise mutually agreed by the Parties will Parties, neither Party may commence formal dispute resolution proceedings pursuant to Section 20.3 without first have their chief executive officers meet to discuss observing the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or procedures set forth in this Section, in good faith, for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. 22.1.1 Subject to Section 22.1.2 and Section 22.4 below, the Parties will attempt to resolve disputes between the Parties arising out of or relating to this Agreement using the informal dispute resolution procedure as set forth in this Section 22.1 and Schedule K (aGovernance) Prior prior to the initiation of the formal dispute resolution procedures set forth in Section 22.4. 22.1.2 Nothing in this Section 22.1 will, at any time while the informal dispute resolution or alternative dispute resolution procedures described in Section 22.2 are in progress or before or after they are invoked, restrict either Party’s freedom to commence legal proceedings to preserve any legal right or remedy or to protect its Confidential Information or its Intellectual Property Rights. 22.1.3 Subject to Section 22.1.2, disputes that cannot be resolved by the Textron Program Executive and the CSC Program Executive shall follow the procedures as set forth below and in Schedule K (i.e., arbitrationGovernance), . The Policy and Procedures Manual will set forth any escalation procedures for disputes arising between the Parties shall first attempt and will govern how the dispute is escalated to resolve their the Textron Program Executive and the CSC Program Executive. Nothing set forth in the Policy and Procedures Manual will supersede the provisions set forth in this Agreement nor prevent either Party from escalating a dispute at to the senior manager level. If that level of dispute resolution is not successful, Textron Program Executive and the Parties shall proceed informallyCSC Program Executive, as follows:applicable. (i) 22.1.4 Upon the written request of either a Party, each Party shall will appoint a designated representative who does not otherwise devote substantially full all of his or her time to performance under this Agreement, whose task it will be to meet with each other and with the appropriate representatives of each Party, as set forth in Schedule K (Governance), for the purpose of endeavoring attempting to resolve such dispute. (ii) 22.1.5 The designated representatives shall will hold an initial meeting within [***] of their appointment to attempt to resolve the dispute and thereafter meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The designated representatives shall will discuss the problem dispute and attempt to resolve the dispute without unreasonable delay and without the necessity of any formal proceeding. If the unresolved dispute is having a material effect on the Services, the Parties will use their respective best efforts to reduce the elapsed time in reaching a resolution of the dispute. (iii) 22.1.6 During the course of discussion, all reasonable requests made by one either Party to another for non-privileged non-confidential information reasonably related to this Agreement shall will be honored so in order that each of the Parties may be fully advised of the other's ’s position. (iv) 22.1.7 Each Party will use all commercially reasonable efforts to reach a negotiated resolution through the above dispute resolution procedure. The specific format for the discussions shall such resolution will be left to the reasonable discretion of the designated representativesParties, but may include the preparation and submission of statements of fact or of position. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior Unless the Parties to a dispute elect another dispute resolution process, all Parties shall use the following process to attempt to resolve disputes that do not relate to the initiation SBVWCD’s issuance, non-issuance, revocation, suspension, or modification of formal dispute resolution procedures a Certificate of Inclusion: 1. A Party shall notify the other Party (i.e.or Parties) of the alleged noncompliance with, arbitration)or violation of the MOU, the basis for contending that the noncompliance or violation has occurred, and the remedies the notifying Party proposes to correct the alleged noncompliance or violation. The notified Party (or Parties) shall have 30 days, or such other time as may be agreed to by the Parties, to respond. During this time either Party may seek clarification of the information provided in the initial notice. The Parties shall use all practicable, reasonable efforts to provide any information then available to it that may be responsive to such inquiries. 2. Within 10 days after such response is provided or was due, a representative from each Party shall meet and negotiate in good faith toward a solution satisfactory to all Parties, or shall establish a mutually acceptable process and timetable to seek such a solution. 3. If after 10 days, any issues cannot be resolved through such negotiations, the Parties shall first attempt engage in nonbinding mediation or any other mutually acceptable alternative dispute resolution (“ADR”) process. The Parties shall commence the ADR process within 60 days. 4. The Parties shall make a good faith effort to resolve their dispute at dispute(s) through the senior manager levelADR process. If that level the Parties have not resolved the dispute(s) within 30 days of commencing the ADR process, the informal dispute resolution is not successful, process shall be deemed exhausted. 5. The costs of the ADR process shall be borne equally by all Parties shall proceed informally, as follows: (i) Upon to the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution6. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of Parties may, by mutual agreement, extend any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described deadlines set forth above in this Section 11.2 was not followed or completed)subsection. (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed Dispute informally, as follows: (i) First, the complaining Party must provide notice of the Dispute in accordance with the notice provisions of Section 9.2 (the “Dispute Notice”). Upon receipt of the written request Dispute Notice, the Stockholders’ Representative and the CEO or other chief executive officer of either PartyFlotek (the “Flotek Representative” and, each together with the Stockholders’ Representative, the “Representatives”) shall meet to discuss the basis for the Dispute and shall use their good faith efforts to reach a reasonable resolution to the Dispute. Upon receipt of the Dispute Notice, the receiving Party shall appoint submit to the other Party a designated representative written response (the “Dispute Response”). The Dispute Notice and the Dispute Response shall include (A) a statement of the Party’s concerns and perspectives on the issues in dispute, (B) a summary of supporting facts and circumstances, and (C) the identity of the Representatives who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for represent such Party and of any other individual who will accompany the purpose of endeavoring to resolve such dispute. (ii) The designated representatives Representatives. Such Representatives shall meet as often as the Parties they deem reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute Dispute without the necessity of any formal proceeding. In addition, to facilitate such negotiations, the Parties may agree to utilize the services of a mediator whose fees shall be split equally by Flotek and the Stockholders. (ii) The Parties agree that any written statements, including the Dispute Notice and the Dispute Response, will be prepared in connection with settlement negotiations, and as such will be privileged and shall not be used against the Party who prepared such statement unless it is subsequently introduced by the preparing Party in any formal proceedings. The Parties also agree that the informal settlement negotiations will be conducted privately, amicably and confidentially. (iii) During Should the course of discussion, all reasonable requests made by one Party Representatives fail to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each reach agreement within 30 days after receipt of the Parties Dispute Notice in accordance with Section 9.11(a)(i) (or such longer period as such Representatives may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (bagree in writing), then formal proceedings for the resolution of a dispute such Dispute may not be commenced until in accordance with the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation remainder of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed)9.11. (div) This Section 11.2 shall 9.11 will not be construed to prevent a Party the Parties from instituting, and a Party is the Parties are authorized to institute, formal proceedings (including seeking provisional remedies such as attachment, temporary restraining order, preliminary injunction and replevin from the appropriate court) earlier to avoid the expiration of any applicable limitations period, or to avoid irreparable harm, to preserve a superior position with respect to other creditors creditors, or, to pursue injunctive or as provided in Section 11.6(a)other equitable remedies.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall will first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed Dispute informally, as follows: (i) First, the complaining Party must provide notice of the Dispute in accordance with the notice provisions of Section 11.2 (the “Dispute Notice”). Upon receipt of the Dispute Notice, the receiving Party will submit to the complaining Party a written request response (the “Dispute Response”). The Dispute Notice and the Dispute Response will include (A) a statement of either the Party’s concerns and perspectives on the issues in dispute, each (B) a summary of supporting facts and circumstances, and (C) the identity of the Representatives who will represent such Party shall appoint a designated representative and of any other Person who does not otherwise devote substantially full time will accompany the Representatives. Upon receipt of the Dispute Response, executives of Buyer who have the actual or apparent authority to performance under this Agreement, whose task it resolve the controversy and executives of the applicable Seller or Sellers or any other Representative or Representatives thereof will be meet to meet discuss the basis for the purpose of endeavoring Dispute and will use their good faith efforts to resolve such dispute. (ii) The designated representatives shall reach a reasonable resolution to the Dispute. Such Representatives will meet as often as the Parties they reasonably deem necessary in order to gather 56 and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall will discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute Dispute without the necessity of any formal proceeding. In addition, to facilitate such negotiations, the Parties may agree to utilize the services of a mediator whose fees will be split equally by the complaining Party and the other Party. (ii) The Parties agree that any written statements, including the Dispute Notice and the Dispute Response, will be prepared in connection with settlement negotiations, and as such will be privileged and will not be used against the Party who prepared such statement unless it is subsequently introduced by the preparing Party in any formal proceedings. The Parties also agree that the informal settlement negotiations will be conducted privately, amicably and confidentially. (iii) During Should the course of discussion, all reasonable requests made by one Party Representatives fail to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each reach agreement within 30 days after receipt of the Parties Dispute Notice in accordance with Section 11.4(a)(i) above (or such longer period as such Representatives may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (bagree in writing), then formal proceedings for the resolution of a dispute such Dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this accordance with Section 11.2 was not followed or completed11.4(b). (div) This Section 11.2 shall 11.4 will not be construed to prevent a Party Buyer from instituting, and a Party Buyer is hereby authorized to institute, formal proceedings (including seeking provisional remedies such as attachment, preliminary injunction and replevin from the appropriate court) earlier to avoid the expiration of any applicable limitations period, to avoid irreparable harm (including, but not limited to, irreparable harm caused by any Seller’s breach of the covenants set forth in Section 6.7, 6.8, 6.10 or 6.12), to preserve a superior position with respect to other creditors creditors, or, to the extent contemplated by Section 11.11, to pursue injunctive or as provided in Section 11.6(a)other equitable remedies.

Informal Dispute Resolution. (a) Prior Subject to the initiation of formal dispute resolution procedures (i.e., arbitrationSection 25.1(b), the Parties shall first initially will attempt to resolve their any dispute at arising out of or relating to this Agreement informally in accordance with the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as followsfollowing: (i) Upon Within ten (10) Business Days after a Party receives notice of a dispute from the written request other Party (“Dispute Date”), it will designate a senior representative (i.e., a person whose rank within the company is superior to, in the case of either PartySupplier, each Party shall appoint a designated representative the Supplier Account Executive, and in the case of Triple-S, the Triple-S Program Manager) who does not otherwise devote substantially full all of his time to performance under this Agreement, whose task it who will be offer to meet with the designated senior representative of the other Party for the purpose of endeavoring attempting to resolve such disputethe dispute amicably. (ii) The designated appointed representatives shall will meet as often as the Parties reasonably deem necessary in order promptly to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem dispute and attempt to resolve the dispute it without the necessity of any formal proceeding. (iii) . They will meet as often as the Parties deem necessary in order that each Party may be fully advised of the other’s position. During the course of discussion, all reasonable requests made by one Party to another the other for non-privileged non-confidential information reasonably related to this Agreement shall the matters in dispute will be honored so that each of the Parties may be fully advised of the other's positionpromptly. (iviii) The specific format for the discussions shall will be left to the reasonable discretion of the designated appointed representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the Formal dispute resolution of a dispute may not be commenced until by a Party upon the earlier offirst to occur of any of the following: (i) The designated the appointed representatives concluding conclude in good faith that amicable resolution of the dispute through continued negotiation of the matter does not appear likely; or; (ii) Thirty thirty-five (3035) days after have passed from the initial written request to appoint a designated representative pursuant to Subsection (a), above, Dispute Date (this period shall will be deemed to run notwithstanding any claim that the process described in this Section 11.2 25.1 (Informal Dispute Resolution) was not followed or completed).; or (diii) This Section 11.2 shall not be construed to prevent commencement of formal dispute resolution is deemed appropriate by a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any an applicable limitations period, period or to preserve a superior position with respect to other creditors creditors, or a Party makes a good faith determination, including as provided in Section 11.6(a25.4 (Equitable Remedies), that a breach of this Agreement by the other Party is such that a temporary restraining order or other injunctive or conservatory relief is necessary.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration), the Parties The parties shall first attempt to resolve their dispute at Dispute informally in the senior manager level. If that level of dispute resolution is not successfulfollowing manner: Either party may submit the Dispute to the parties’ Project Managers, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties parties reasonably deem necessary in order to gather and furnish analyze any information relevant to the other all information with respect to resolution of the matter in issue that the Parties believe to be appropriate and germane in connection with its resolutionDispute. The representatives Project Managers shall discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute without Dispute. If the necessity Project Managers are unable to resolve the Dispute within fifteen (15) days, or otherwise determine in good faith that resolution through continued discussions by the Project Managers does not appear likely, the matter shall be referred to the Steering Committee. If the Steering Committee is unable to resolve the Dispute within thirty (30) days, or otherwise determines in good faith that resolution through continued discussions by the Steering Committee does not appear likely, the matter shall be referred to two senior-level executives, one from each party as designated by each such party, to negotiate a resolution of any formal proceeding. (iii) the Dispute. During the course of discussionnegotiations, all reasonable requests made by one Party party to another the other for non-privileged non-confidential information information, reasonably related to this Agreement the Dispute, shall be honored so in order that each of the Parties parties may be fully advised of the other's ’s position. (iv) . The specific format for the discussions shall be left to determined at the discretion of the designated representatives. (b) Prior to instituting formal proceedings, Project Managers or the Parties will first have their chief executive officers meet to discuss Steering Committee but may include the disputepreparation of agreed upon statements of fact or written statements of position. This requirement shall not delay Proposals made during the institution of formal informal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 20.2 between the parties shall not be construed privileged, confidential and without prejudice to prevent a Party from institutingparty’s legal position in any formal proceedings. All such proposals and information, as well as any conduct during such proceedings, shall be considered settlement discussions and proposals, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of shall be inadmissible in any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a)subsequent proceedings.

Informal Dispute Resolution. (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration)procedures, the Parties shall will first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed Dispute informally, as follows: (i) First, the complaining party must provide notice of the Dispute in accordance with the notice provisions of Article 10 (the “Dispute Notice”). Upon receipt of the written request Dispute Notice, executives of either PartyLMP and Xxxxxxxx who have the actual or apparent authority to resolve the controversy (collectively, each Party shall appoint a designated representative who does not otherwise devote substantially full time the “Arbitration Representatives”), will meet to performance under this Agreement, whose task it will be to meet discuss the Basis for the purpose Dispute and will use their good faith efforts to reach a reasonable resolution to the Dispute. Upon receipt of endeavoring the Dispute Notice, the receiving party will submit to resolve the other party a written response (the “Dispute Response”). The Dispute Notice and the Dispute Response will include (A) a statement of the Party’s concerns and perspectives on the issues in dispute, (B) a summary of supporting facts and circumstances, and (C) the identity of the Arbitration Representatives who will represent such dispute. (ii) The designated representatives shall Party and of any other Person who will accompany the Arbitration Representatives. Such Arbitration Representatives will meet as often as the Parties they reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall will discuss the problem and attempt negotiate in good faith in an effort to resolve the dispute Dispute without the necessity of any formal proceeding. In addition, to facilitate such negotiations the Parties may agree to utilize the services of a mediator whose fees will be split equally by the Parties. (ii) The Parties agree that any written statements, including the Dispute Notice and the Dispute Response, will be prepared in connection with settlement negotiations, and as such will be privileged and will not be used against the Party who prepared such statement unless it is subsequently introduced by the preparing Party in any formal proceedings. The Parties also agree that the informal settlement negotiations will be conducted privately, amicably and confidentially. MIPA – AAG Chevrolet 45 (iii) During Should the course of discussion, all reasonable requests made by one Party Arbitration Representatives fail to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each reach agreement within 30 days after receipt of the Parties Dispute Notice in accordance with Section 11.2(a)(i) above (or such longer period as such Arbitration Representatives may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (bagree in writing), then formal proceedings for the resolution of a dispute such Dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this accordance with Section 11.2 was not followed or completed11.2(b). (div) This Section 11.2 shall will not be construed to prevent a Party LMP from instituting, and a Party LMP is hereby authorized to institute, formal proceedings (including seeking provisional remedies such as attachment, preliminary injunction and replevin from the appropriate court) earlier to avoid the expiration of any applicable limitations period, or to avoid irreparable harm (including irreparable harm caused by Staluppi’s breach of the covenants set forth in Section 6.16), to preserve a superior position with respect to other creditors creditors, or, to the extent contemplated by Section 11.9, to pursue injunctive or as provided in Section 11.6(a)other equitable remedies.