Resolution of Conflicts and Arbitration. (a) If no agreement has been reached after good faith negotiation between the parties pursuant to Section 9.5, either Acquiror or the Stakeholder Representative may, by written notice to the other, demand arbitration of the matter unless the amount of the Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator. Acquiror and the Stakeholder Representative shall agree on the arbitrator, provided that if Acquiror and the Stakeholder Representative cannot agree on such arbitrator, either Acquiror or Stakeholder Representative can request that Judicial Arbitration and Mediation Services (“JAMS”) select the arbitrator. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a court of competent law or equity (but subject to the limitations of this Section 9), should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Officer’s Certificate shall be binding and conclusive upon the parties to this Agreement, and the Escrow Agent and the parties shall be entitled to act in accordance with such decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith.
Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have forty-five (45) days to respond in a written statement to the objection of the Stockholders' Agent. If after such forty-five (45) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof.
Resolution of Conflicts and Arbitration. If no agreement can be reached after good faith negotiation between the parties pursuant to Section 8.8, either Kintera or the Merger Sub or the Securityholders' Agent may, by written notice to the other, demand binding arbitration of the matter unless the amount of the Losses is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration. Any conflicts arbitrated pursuant to this Section 8.9 shall be arbitrated in accordance with the provisions of Section 10.1 of this Agreement.
Resolution of Conflicts and Arbitration. 26.1 Resolution of disputes and notification
Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between the parties pursuant to Section 9.05, either PURCHASER or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted and resolved in accordance with the Expedited Rules of Commercial Arbitration of the American Arbitration Association.
Resolution of Conflicts and Arbitration. (a) In case the Stockholders' Agent shall so object in writing to any claim or claims by the Buyer made in any Officer's Certificate, the Buyer shall have fifteen (15) days from receipt of a Stockholders' Agent's objections under Section 7.6 to respond in a written statement to the objection of the Stockholders' Agent. If after such fifteen (15) day period there remains a dispute as to any claims, the Stockholders' Agent and the Buyer shall attempt in good faith for thirty (30) days thereafter to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and the Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute Buyer Common Stock or other property from the Escrow Fund in accordance with the terms thereof.
Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between the parties pursuant to the Escrow Agreement or Sections 9.3 or 9.4, either Acquiror or Shareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the Damages is at issue in pending litigation with a third party, in which event 50 arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by binding arbitration in accordance with Section 10.8.
Resolution of Conflicts and Arbitration. If no agreement can be reached after negotiation between the parties pursuant to Section 8.7, either Kintera or the Purchaser or the Securityholders' Agent may, by written notice to the other, demand binding arbitration of the matter unless the amount of the Losses is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until a judgment has been entered or both parties agree to arbitration. Any conflicts arbitrated pursuant to this Section 8.8 shall be arbitrated in accordance with the provisions of Section 10.1 of this Agreement. In the event that a claim is resolved adversely to the Indemnifying Parties by arbitration pursuant to this Section 8.8, Kintera shall deliver to the Escrow Agent a copy of the award and the distribution or cancellation, if any, of Escrow Securities shall be made in connection therewith in accordance with Section 8.2 and 8.5.
Resolution of Conflicts and Arbitration. (a) In case the Shareholders' Agent shall so object in writing to any claim or claims by Agile made in any Officer's Certificate, including a claim by Agile in connection with any settlements pursuant to Section 8.9(b) hereof without having received the Shareholder Agent's consent, Agile shall have thirty (30) days to respond in a written statement to the objection of the Shareholders' Agent. If after such thirty (30) day period there remains a dispute as to any claims, the Shareholders' Agent and Agile shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. With respect to Unquantifiable Claims, the parties shall attempt in good faith to agree upon the rights of the respective parties with respect to each such claim for ninety (90) days after the date of any Officer's Certificate with respect to such claim. If the Shareholders' Agent and Agile should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. With respect to an Unquantifiable Claim, such memorandum may provide that the amount of liability with respect to the Unquantifiable Claim shall be determined by mutual agreement of the parties after the third party claim has been reduced to judgment or settled or until the claim has otherwise become reasonably quantifiable by objective reasons. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Agile Common Stock or other property from the Escrow Fund in accordance with the terms thereof. Agile shall have no obligation to respond to objections to Unquantifiable Claims deemed made pursuant to Section 8.5.
Resolution of Conflicts and Arbitration. (i) If the Stockholders' Agent objects in writing to any claim or claims made by Parent in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate by Parent to the Stockholders' Agent, the Stockholders' Agent and Parent shall attempt in good faith for a period of not to exceed 30 days to agree upon the rights of the respective parties with respect to each such claim. If the Stockholders' Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the appropriate portion of the Escrow Amount from the Escrow Fund in accordance with the terms of the memorandum.
