Common use of Resolution of Conflicts and Arbitration Clause in Contracts

Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f), either party 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. Purchaser and Sellers shall agree on the arbitrator, provided that if Purchaser and Sellers cannot agree on such arbitrator, either Purchaser or Sellers 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII hereof, the parties shall be entitled to act in accordance with such decision.

Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)12.6, either party 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. Purchaser Parent and Sellers Seller shall agree on the arbitrator, provided that if Purchaser Parent and Sellers Seller cannot agree on such arbitrator, either Purchaser Parent or Sellers 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decisiondecision 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) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d9.3(g) and 12.3(for (h), either party RDSI or the Shareholders’ Representative may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 RDSI and Sellers the Shareholders’ Representative shall agree on the arbitrator, provided that if Purchaser RDSI and Sellers the Shareholders’ Representative cannot agree on such arbitrator, either Purchaser RDSI or Sellers Shareholders’ 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, 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice Officer’s Certificate shall be binding and conclusive upon the parties to this Agreementon all parties, and notwithstanding anything in ARTICLE XII hereofto the contrary in this Section 9.3, the parties Holdback Agent shall be entitled to act in accordance with such decisiondecision and distribute shares of RDSI Common Stock from the Holdback Fund in accordance with the terms thereof. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Toledo, Ohio under the commercial rules then in effect of the American Arbitration Association.

Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between or among the parties Parties pursuant to Sections 12.2(d6.2(c) and 12.3(f6.3(e), either party Purchaser or Seller 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 Purchaser and Seller agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator. Purchaser and Sellers Seller shall agree on the arbitrator, provided that if Purchaser and Sellers Seller cannot agree on such arbitrator, either Purchaser or Sellers 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Article 6 hereof, the parties shall be entitled to act in accordance with such decision.

Resolution of Conflicts and Arbitration. (a) If there are Contested Amounts (as defined in the Escrow Agreement) with respect to matters other than determination of any Adjustment Amount (which shall be governed by Section 1.7(h) or Tax matters (which shall be governed by Section 8.9), and no agreement can be with respect thereto is reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)the process set forth in the Escrow Agreement, either party Parent or the Stockholders’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages Damage 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 Parent and Sellers the Stockholders’ Agent shall agree on the arbitrator, provided that if Purchaser Parent and Sellers the Stockholders’ Agent cannot agree on such arbitrator, either Purchaser Parent or Sellers the Stockholders’ Agent 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 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 Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII hereof, the parties shall be entitled to act in accordance with such decision.

Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)Section 8.3, either the indemnifying party or the Indemnified Person may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 The indemnifying party and Sellers the Indemnified Person shall agree on the arbitrator, provided that if Purchaser the indemnifying party and Sellers the Indemnified Person cannot agree on such arbitrator, either Purchaser the indemnifying party or Sellers the Indemnified Person can request that Judicial Arbitration and Mediation Services (“JAMS”) 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII hereofto the contrary in this Section 8, the parties Holdback Agent shall be entitled to act in accordance with such decisiondecision and distribute Holdback Shares from the Holdback Fund in accordance with the terms thereof.

Resolution of Conflicts and Arbitration. (a) If no agreement can be has been reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)Section 9.5, either party Acquiror or the Stakeholder Representative may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Acquiror and Sellers the Stakeholder Representative shall agree on the arbitrator, provided that if Purchaser Acquiror and Sellers the Stakeholder Representative cannot agree on such arbitrator, either Purchaser Acquiror or Sellers 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 equityequity (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 conclusion 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 Indemnification Notice Officer’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decisiondecision 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) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) 8.2 and 12.3(f)8.3, either party Parent or the Securityholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Parent and Sellers the Securityholders' Agent shall agree on the arbitrator, provided that if Purchaser Parent and Sellers the Securityholders' Agent cannot agree on such arbitrator, either Purchaser Parent or Sellers Securityholders' Agent 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Company Notice or Parent Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Section 8 hereof, the parties Parent and the Securityholders' Agent shall be entitled to act in accordance with such decision.

Resolution of Conflicts and Arbitration. (aa)Except as otherwise provided herein, all disputes arising under this Agreement (“Arbitration Disputes”) will be resolved as follows: first, senior management of Buyer and Seller will meet to attempt to resolve such Arbitration Dispute. If no the Arbitration Dispute cannot be resolved by agreement can be reached after good faith negotiation between of the parties pursuant to Sections 12.2(d) and 12.3(f)Parties, either party may, by any Party may at anytime make a written notice to the other, demand for binding arbitration of the matter unless Arbitration Dispute in accordance with this Section 7.7; provided that the amount foregoing will not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution 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 arbitrationArbitration Disputes; and in either such event the matter provided further and subject to Section 7.7 that resolution of Arbitration Disputes with respect to claims by third Persons will be deferred until any judicial proceedings with respect thereto are concluded. All Arbitration Disputes shall be settled by arbitration conducted by one arbitrator. Purchaser Buyer and Sellers Seller shall agree on the arbitrator, provided that if Purchaser Buyer and Sellers Seller cannot agree on such arbitrator, either Purchaser Buyer or Sellers 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice Damages shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decisiondecision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewith. **** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and the Commission’s rules and regulations promulgated under the Freedom of Information Act, pursuant to a request for confidential treatment. Confidential treatment has been requested with respect to the omitted portions.

Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)Section 9.5, either party Acquiror or the Shareholders’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Acquiror and Sellers the Shareholders’ Agent shall agree on the arbitrator, provided that if Purchaser Acquiror and Sellers the Shareholders’ Agent cannot agree on such arbitrator, either Purchaser Acquiror or Sellers Shareholders’ Agent 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 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 Indemnification Notice Officer’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Section 9 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decisiondecision 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) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)Section 11.5, either party PURCHASER or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 PURCHASER and Sellers the Stockholders' Agent shall agree on the arbitrator, provided that if Purchaser PURCHASER and Sellers the Stockholders' Agent cannot agree on such arbitrator, either Purchaser PURCHASER or Sellers Stockholders' Agent 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Article 11 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decisiondecision 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) If there are Contested Amounts (as defined in the Escrow Agreement) with respect to matters other than determination of any Adjustment Amount (which shall be governed by Section 1.7(h) or Tax matters (which shall be governed by Section 8.8), and no agreement can be with respect thereto is reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)the process set forth in the Escrow Agreement, either party Parent or the Stockholders’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages Damage 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 Parent and Sellers the Stockholders’ Agent shall agree on the arbitrator, provided that if Purchaser Parent and Sellers the Stockholders’ Agent cannot agree on such arbitrator, either Purchaser Parent or Sellers the Stockholders’ Agent 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 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 Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII hereof, the parties shall be entitled to act in accordance with such decision.

Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)Section 8.5, either party Acquiror or the Shareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Acquiror and Sellers the REBA Stockholders' Agent shall agree on the arbitrator, provided that if Purchaser xx Xcquiror and Sellers the REBA Stockholders' Agent cannot agree on such arbitrator, either Purchaser Acquixxx or Sellers REBA Stockholders' Agent can request that Judicial Arbitration and Mediation Medxxxxon 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice Officer's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Section 8 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decisiondecision 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) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)9.5 or 9.6, either party Acquirer or the Shareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Acquirer and Sellers the Shareholders' Agent shall agree on the arbitrator, provided that if Purchaser Acquirer and Sellers the Shareholders' Agent cannot agree on such arbitrator, either Purchaser Acquirer or Sellers Shareholders' Agent 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice Officer's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Section 9 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decisiondecision 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) If no agreement regarding a dispute relating to this Agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)parties, either party Acquiror or the Stockholders’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Acquiror and Sellers the Stockholders’ Agent shall agree on the arbitrator, provided that if Purchaser Acquiror and Sellers the Stockholders’ Agent cannot agree on such arbitrator, either Purchaser Acquiror or Sellers Stockholders’ Agent 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 that shall set forth the basis for the decision of the arbitrator. The decision of the arbitrator as to the validity and amount of any indemnification claim in such Indemnification Notice brought hereunder shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything such amount of Damages set forth in ARTICLE XII hereofthe decision, subject to the parties limitations set forth in this Section 7, shall be entitled constitute “Final Damages” to act in accordance with which Acquiror shall offset the amount of such decisionFinal Damages pro-rata (based on each Target stockholder’s Share Percentage) against each Target stockholders’ respective Promissory Note.

Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between PURCHASER and the parties Stockholders’ Agent pursuant to Sections 12.2(dSection 12.5 hereof (or, if applicable, Section 3.6(d) and 12.3(fhereof), either party PURCHASER or the Stockholders’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 PURCHASER and Sellers the Stockholders’ Agent shall agree on the arbitrator, provided that if Purchaser PURCHASER and Sellers the Stockholders’ Agent cannot agree on such arbitrator, either Purchaser PURCHASER or Sellers Stockholders’ Agent 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice Officer’s Certificate or Set-Off Notice, as applicable, shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Article 12 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decisiondecision 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) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)8.5 or 8.6, either party Parent or the Shareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Parent and Sellers the Shareholders' Agent shall agree on the arbitrator; provided, provided however, that if Purchaser Parent and Sellers the Shareholders' Agent cannot agree on such the arbitrator, either Purchaser Parent or Sellers the Shareholders' Agent can request that Judicial the American Arbitration and Mediation Services (“JAMS”) Association 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 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 Indemnification Notice Escrow Claim Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Article VIII hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decisiondecision 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) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)9.5 or 9.6, either party Acquirer or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages is Damages at issue is in pending litigation with a third partyparty or is subject to a pending investigation by any Governmental Entity, 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 Acquirer and Sellers the Stockholders' Agent shall agree on the arbitrator, provided that if Purchaser Acquirer and Sellers the Stockholders' Agent cannot agree on such arbitrator, either Purchaser Acquirer or Sellers Stockholders' Agent 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 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice Officer's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Section hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decisiondecision 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) If no agreement can be has been reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)Section 9.3, either party Acquiror or Seller may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Acquiror and Sellers Seller shall agree on the arbitrator, provided that if Purchaser Acquiror and Sellers Seller cannot agree on such arbitrator, either Purchaser Acquiror or Sellers 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 equityequity (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 Law and with this Agreement, and shall be supported by written findings of fact and conclusion 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 Indemnification Notice Officer’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII hereof, the parties shall be entitled to act in accordance with such decision.

Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)8.4 or 8.5, either party Acquiror or the Shareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Acquiror and Sellers the Shareholders' Agent shall agree on the arbitrator, provided that if Purchaser Acquiror and Sellers the Shareholders' Agent cannot agree on such arbitrator, either Purchaser Acquiror or Sellers Shareholders' Agent can request that Judicial Arbitration and Mediation Services (“JAMS”) 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII hereofto the contrary in this Section 8, the parties Holdback Agent shall be entitled to act in accordance with such decisiondecision and distribute Indemnification Fund Shares from the Holdback 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 Sections 12.2(d) and 12.3(f)8.4, 8.6 or 8.7, either party Acquiror or the Shareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Acquiror and Sellers the Shareholders' Agent shall agree on the arbitrator, provided that if Purchaser Acquiror and Sellers the Shareholders' Agent cannot agree on such arbitrator, either Purchaser Acquiror or Sellers Shareholders' Agent 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 arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Notice any Officer's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Section 8 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decision.accordance

Resolution of Conflicts and Arbitration. (a) If no agreement can be reached with respect to any claim for Damages under this Article VI after good faith negotiation between by the parties Parties pursuant to Sections 12.2(d) and 12.3(fSection 6.2(b), either party any Party may, by written notice to the otherother Parties, demand arbitration of the matter unless the amount of the damages Damages is at issue in pending litigation with a third party, in which event arbitration shall not WEST\229704094.6 #PageNum# be commenced until such amount is ascertained or both parties the Parties agree to arbitration; and in either such event the matter arbitration shall be settled administered by arbitration conducted by one arbitrator. Purchaser the Center for Public Resources Institute for Conflict Prevention and Sellers shall agree on Resolution (the arbitrator, provided that if Purchaser and Sellers cannot agree on such arbitrator, either Purchaser or Sellers can request that Judicial Arbitration and Mediation Services (“JAMSCPR”) select the arbitratorin accordance with its then prevailing Rules for Non-Administered Arbitration of Business Disputes, by an arbitrator or arbitrators as selected and described in Section 6.3(b). The arbitrator arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties Parties an opportunity, adequate in the sole judgment of the arbitratorarbitrator(s), to discover relevant information from the opposing parties Parties about the subject matter of the dispute. The arbitrator arbitrator(s) shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including including, without limitation, attorneys’ fees and costs, to the same extent as a court of competent law or equityjurisdiction, should the arbitrator arbitrator(s) determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator arbitrator(s) shall be written, shall be in accordance with applicable law law, including, without limitation, the United States Arbitration Act, 9 U.S.C. § 1 et seq. (the “USAA”), and with this Agreement, and shall be supported by written findings of fact and conclusion conclusions of law which shall set forth the basis for the decision of the arbitratorsuch decision. The decision of the arbitrator arbitrator(s) as to the validity and amount of any claim in such Indemnification Notice any Claim Certificate shall be binding final and conclusive upon the parties not subject to this Agreementjudicial review and judgment thereon may be entered in any court of competent jurisdiction, and notwithstanding anything in ARTICLE XII hereof, the parties Parties shall be entitled to act in accordance with such decision.

Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)8.2, either party Parent or the Shareholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Parent and Sellers the Shareholders' Agent shall agree on the arbitrator; provided, provided however, that if Purchaser Parent and Sellers the Shareholders' Agent cannot agree on such the arbitrator, either Purchaser Parent or Sellers the Shareholders' Agent can request that Judicial the American Arbitration and Mediation Services (“JAMS”) Association 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 conclusions of law which shall set forth the basis for the decision of the arbitrator. The Subject to the foregoing sentence, the decision of the arbitrator as to the validity and amount of any claim in such the Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Article VIII hereof, the parties shall be entitled to act in accordance with such decisiondecision and the parties shall be entitled to make or withhold payments in accordance therewith.

Resolution of Conflicts and Arbitration. (a) If no agreement can be reached after good faith negotiation between the parties pursuant to Sections 12.2(d) and 12.3(f)Section 9.5, either party Acquiror or the Stockholders’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damages 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 Acquiror and Sellers the Stockholders’ Agent shall agree on the arbitrator, provided that if Purchaser Acquiror and Sellers the Stockholders’ Agent cannot agree on such arbitrator, either Purchaser Acquiror or Sellers Stockholders’ Agent 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 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 Indemnification Notice Officer’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in ARTICLE XII Section 9 hereof, the Escrow Agent and the parties shall be entitled to act in accordance with such decisiondecision 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) If no agreement can be reached with respect to any claim for Damages under this Article IX after good faith negotiation between by the parties Parties pursuant to Sections 12.2(d) and 12.3(fSection 9.2(b), either party any Party may, by written notice to the otherother Parties, demand arbitration of the matter unless the amount of the damages 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 the Parties agree to arbitration; and in either such event the matter arbitration shall be settled administered by arbitration conducted by one arbitrator. Purchaser the Center for Public Resources Institute for Conflict Prevention and Sellers shall agree on Resolution (the arbitrator, provided that if Purchaser and Sellers cannot agree on such arbitrator, either Purchaser or Sellers can request that Judicial Arbitration and Mediation Services (“JAMSCPR”) select the arbitratorin accordance with its then prevailing Rules for Non-Administered Arbitration of Business Disputes, by an arbitrator or arbitrators as selected and described in Section 9.3(b). The arbitrator arbitrator(s) shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties Parties an opportunity, adequate in the sole judgment of the arbitratorarbitrator(s), to discover relevant information from the opposing parties Parties about the subject matter of the dispute. The arbitrator arbitrator(s) shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including including, without limitation, attorneys’ fees and costs, to the same extent as a court of competent law or equityjurisdiction, should the arbitrator arbitrator(s) determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator arbitrator(s) shall be written, shall be in accordance with applicable law law, including, without limitation, the United States Arbitration Act, 9 U.S.C. § 1 et seq. (the “USAA”), and with this Agreement, and shall be supported by written findings of fact and conclusion conclusions of law which shall set forth the basis for the decision of the arbitratorsuch decision. The decision of the arbitrator arbitrator(s) as to the validity and amount of any claim in such Indemnification Notice any Claim Certificate shall be binding final and conclusive upon the parties not subject to this Agreementjudicial review and judgment thereon may be entered in any court of competent jurisdiction, and notwithstanding anything in ARTICLE XII hereof, the parties Parties shall be entitled to act in accordance with such decision.