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.
(b) If no such agreement can be reached after good faith negotiation, either the Buyer or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss 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 three arbitrators. Within fifteen (15) days after such written notice is sent, the Buyer and the Stockholders' Agent shall each selected one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators 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 notwithstanding anything in Section 7.6 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith.
(c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxxxxxxxx County, Maryland under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 7.7(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, the Buyer shall be deemed to be the Non-Prevailing Party unless the arbitrators award the Buyer more than one- half (1/2) of t...
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. (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.
(b) If no such agreement can be reached after good faith negotiation, either Agile or the Shareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss 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. Agile and the Shareholders' Agent shall agree on the arbitrator, provided that if Agile and the Shareholders' Agent cannot agree on such arbitrator, either Agile or Shareholders' Agent can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbi...
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. If no agreement can be reached after good faith negotiation between the parties pursuant to Section 7.7, either Acquiror or the Merger Sub or the Stockholders' 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 7.8 shall be arbitrated in accordance with the provisions of Section 9.2 of this Agreement.
Resolution of Conflicts and Arbitration. 26.1 Resolution of disputes and notification
26.1.1 If any dispute, claim, conflict or controversy (a "Dispute") between any of the Parties should arise from this Contract, or in relation to it, including any question regarding noncompliance, or its existence, validity, or termination, the Parties will take all reasonable measures to resolve the Dispute amicably. A Dispute will be understood to have arisen if one of the Parties notifies the other Parties, describing the nature of the Dispute and asking for a resolution ("Notification of Dispute").
26.1.2 If the Parties in question have not reached an amicable agreement within ninety (90) days of the date of the Notification of Dispute, unless all Parties extend the deadline, either of the Parties to the Dispute may submit the Dispute to resolution by final and binding arbitration by means of a notification of arbitration, and the arbitration will take place in accordance with the rules of the International Chamber of Commerce (ICC).
26.2 Headquarters and language of arbitration The headquarters of arbitration will be New York, USA. The languages of the arbitration proceedings, and of all orders, decisions, and the award, will be Spanish and English. All of the arbitrators will be fluent in Spanish as well as English.
26.3 Number and identity of the arbitrators The arbitral tribunal will be constituted by three (3) arbitrators selected according to the following procedure:
(a) The claimant and respondent will each designate one arbitrator within thirty (30) days of the date on which the request for arbitration was submitted. If there is more than one claimant or more than one (1) respondent, then the claimants and/or the respondents collectively will each appoint a single arbitrator), by giving notice in writing of this designation to the other Party or Parties to the Dispute and ICC.
(b) If either the claimant or the respondent fails to comply with the time limit in the preceding paragraph, ICC will appoint the arbitrator or arbitrators that have not yet been appointed, at the request of either the claimant or the respondent and after consulting the claimant and the respondent so far as possible. ICC will give notice in writing of such designation or designations to the claimant and the respondent.
(c) The two (2) arbitrators so designated will, within thirty (30) days of their nomination agree on the person to be named as the President of the tribunal, and give notice of the designation to the claimant an...
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.
(b) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Fultxx Xxxnty, Georgia under the 20 25 commercial rules then in effect of the American Arbitration Association. The arbitrator shall have the right to apportion the fees and expenses of the arbitration as he or she deems just.
Resolution of Conflicts and Arbitration. (a) In case Mattson shall object in writing to any claim or claims by Buyer made in any Officer's Certificate, Buyer will have thirty days to respond in a written statement to the objection of Mattson. If after such 30 day per period there remains a dispute as to any claims, then Buyer and Mattson will attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. To the extent no agreement can be reached after good faith negotiation between the parties, either Mattson or Buyer may, by written notice to the other, demand arbitration of the matter unless the amount of the Damages is at issue in pending litigation or dispute with a third party, in which event arbitration with respect to the specific portion of the claim at issue in the pending litigation or dispute shall not be commenced until such amount is ascertained or Mattson and Buyer agree to arbitration; and in either such event the matter will be settled by arbitration conducted by one arbitrator. Mattson and Buyer will agree on the arbitrator, provided that if Mattson and Buyer cannot agree on such arbitrator, either Mattson or Buyer can request that JAMS select the arbitrator. The arbitrator will 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 will rule upon motions to compel or limit discovery and will have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent jurisdiction in law or equity, 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 will be written, will be in accordance with applicable law and with this Agreement, and will be supported by written findings of fact and conclusion of law, which will 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 an Officer's Certificate will be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Article VIII, the parties will be entitled to act in accordance with such decision.
(b) Judgment upon any award r...
Resolution of Conflicts and Arbitration. Either party hereto may, by written notice to the other, demand arbitration of any dispute arising in connection with this Agreement 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. Purchaser and Seller shall agree on the arbitrator, provided that if Purchaser and Seller cannot agree on such arbitrator, either Purchaser or Seller 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, 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 conclusion of law which shall set forth the basis for the decision of the
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.
