Common use of Resolution of Conflicts and Arbitration Clause in Contracts

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) If no agreement has been can be reached after good faith negotiation between the parties pursuant to Section 9.5Sections 9.3(g) or (h), either Acquiror RDSI or the Stakeholder Shareholders’ 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 RDSI and the Stakeholder Shareholders’ Representative shall agree on the arbitrator, provided that if Acquiror RDSI and the Stakeholder Shareholders’ Representative cannot agree on such arbitrator, either Acquiror RDSI or Stakeholder 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s Certificate shall be binding and conclusive upon the parties to this Agreementon all parties, and notwithstanding anything in to the Escrow contrary in this Section 9.3, the Holdback Agent and the parties shall be entitled to act in accordance with such decision and distribute shares of RDSI Common Stock from the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Holdback Fund in accordance therewithwith 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 has been can be reached after good faith negotiation between the parties pursuant to Section 9.58.3, either Acquiror the indemnifying party or the Stakeholder Representative Indemnified Person 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 The indemnifying party and the Stakeholder Representative Indemnified Person shall agree on the arbitrator, provided that if Acquiror the indemnifying party and the Stakeholder Representative Indemnified Person cannot agree on such arbitrator, either Acquiror the indemnifying party or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s Indemnification Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in to the Escrow contrary in this Section 8, the Holdback Agent and the parties shall be entitled to act in accordance with such decision and distribute Holdback Shares from the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Holdback Fund in accordance therewithwith the terms thereof.

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 has been with respect thereto is reached after good faith negotiation between the parties pursuant to Section 9.5the process set forth in the Escrow Agreement, either Acquiror Parent or the Stakeholder Representative 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. Acquiror Parent and the Stakeholder Representative Stockholders’ Agent shall agree on the arbitrator, provided that if Acquiror Parent and the Stakeholder Representative Stockholders’ Agent cannot agree on such arbitrator, either Acquiror Parent or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 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) If no agreement has been can be reached after good faith negotiation between the parties pursuant to Section 9.5Sections 12.2(d) and 12.3(f), either Acquiror or the Stakeholder Representative party 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. Acquiror Purchaser and the Stakeholder Representative Sellers shall agree on the arbitrator, provided that if Acquiror Purchaser and the Stakeholder Representative Sellers cannot agree on such arbitrator, either Acquiror Purchaser or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s Certificate Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and the Escrow Agent and notwithstanding anything in ARTICLE XII hereof, 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 therewithdecision.

Resolution of Conflicts and Arbitration. (a) If no agreement has been can be reached after good faith negotiation between the parties pursuant to Section 9.5Sections 12.6, either Acquiror or the Stakeholder Representative party 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. Acquiror Parent and the Stakeholder Representative Seller shall agree on the arbitrator, provided that if Acquiror Parent and the Stakeholder Representative Seller cannot agree on such arbitrator, either Acquiror Parent or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s '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 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) If no agreement has been can be reached after good faith negotiation between or among the parties Parties pursuant to Section 9.5Sections 6.2(c) and 6.3(e), either Acquiror Purchaser or the Stakeholder Representative 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 Purchaser and Seller agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator. Acquiror Purchaser and the Stakeholder Representative Seller shall agree on the arbitrator, provided that if Acquiror Purchaser and the Stakeholder Representative Seller cannot agree on such arbitrator, either Acquiror Purchaser or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s Certificate Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and the Escrow Agent and notwithstanding anything in Article 6 hereof, 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 therewithdecision.

Resolution of Conflicts and Arbitration. (a) If no agreement has been can be reached after good faith negotiation between PURCHASER and the parties Stockholders’ Agent pursuant to Section 9.512.5 hereof (or, if applicable, Section 3.6(d) hereof), either Acquiror PURCHASER or the Stakeholder Representative 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 by one arbitrator. Acquiror PURCHASER and the Stakeholder Representative Stockholders’ Agent shall agree on the arbitrator, provided that if Acquiror PURCHASER and the Stakeholder Representative Stockholders’ Agent cannot agree on such arbitrator, either Acquiror PURCHASER or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 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 12 hereof, 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. (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 has been reached after good faith negotiation between of the parties pursuant to Section 9.5Parties, either Acquiror or the Stakeholder Representative 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. Acquiror Buyer and the Stakeholder Representative Seller shall agree on the arbitrator, provided that if Acquiror Buyer and the Stakeholder Representative Seller cannot agree on such arbitrator, either Acquiror Buyer or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s Certificate Damages 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. **** 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 has been can be reached after good faith negotiation between the parties pursuant to Section 9.5Sections 8.2 and 8.3, either Acquiror Parent or the Stakeholder Representative Securityholders' 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 by one arbitrator. Acquiror Parent and the Stakeholder Representative Securityholders' Agent shall agree on the arbitrator, provided that if Acquiror Parent and the Stakeholder Representative Securityholders' Agent cannot agree on such arbitrator, either Acquiror Parent or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s Certificate Company Notice or Parent Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 8 hereof, the Escrow Agent Parent and the parties Securityholders' Agent 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 therewithdecision.

Resolution of Conflicts and Arbitration. (a) If no agreement has been 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 Section 9.56.2(b), either Acquiror or the Stakeholder Representative any Party may, by written notice to the otherother Parties, 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 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. Acquiror the Center for Public Resources Institute for Conflict Prevention and Resolution (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 (“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 equity (but subject to the limitations of this Section 9)jurisdiction, 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 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 Officer’s 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 the Escrow Agent and the parties 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 therewithdecision.

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 has been with respect thereto is reached after good faith negotiation between the parties pursuant to Section 9.5the process set forth in the Escrow Agreement, either Acquiror Parent or the Stakeholder Representative 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. Acquiror Parent and the Stakeholder Representative Stockholders’ Agent shall agree on the arbitrator, provided that if Acquiror Parent and the Stakeholder Representative Stockholders’ Agent cannot agree on such arbitrator, either Acquiror Parent or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 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) If no agreement has been can be reached after good faith negotiation between the parties pursuant to Section 9.5Sections 8.2, either Acquiror Parent or the Stakeholder Representative 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 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 Parent and the Stakeholder Representative Shareholders' Agent shall agree on the arbitrator; provided, provided however, that if Acquiror Parent and the Stakeholder Representative Shareholders' Agent cannot agree on such the arbitrator, either Acquiror Parent or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 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 Officer’s Certificate the Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and the Escrow Agent and notwithstanding anything in Article VIII hereof, the parties shall be entitled to act in accordance with such decision and the Escrow Agent parties 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 has been can be reached after good faith negotiation between the parties pursuant to Section 9.5, either Acquiror or the Stakeholder Representative 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 by one arbitrator. Acquiror and the Stakeholder Representative Stockholders’ Agent shall agree on the arbitrator, provided that if Acquiror and the Stakeholder Representative Stockholders’ Agent cannot agree on such arbitrator, either Acquiror or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 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 notwithstanding anything in Section 9 hereof, 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) If no agreement has been can be reached after good faith negotiation between the parties pursuant to Section 9.5Sections 8.4 or 8.5, either Acquiror or the Stakeholder Representative 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 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 Shareholders' Agent shall agree on the arbitrator, provided that if Acquiror and the Stakeholder Representative Shareholders' Agent cannot agree on such arbitrator, either Acquiror or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s 's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in to the Escrow contrary in this Section 8, the Holdback Agent and the parties shall be entitled to act in accordance with such decision and distribute Indemnification Fund Shares from the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Holdback Fund in accordance therewithwith the terms thereof.

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 Either party hereto may, by written notice to the other, demand arbitration of the matter any dispute arising in connection with this Agreement 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. Acquiror Purchaser and the Stakeholder Representative Seller shall agree on the arbitrator, provided that if Acquiror Purchaser and the Stakeholder Representative Seller cannot agree on such arbitrator, either Acquiror Purchaser or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 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.the

Resolution of Conflicts and Arbitration. (a) If no agreement has been can be reached after good faith negotiation between the parties pursuant to Section 9.5Sections 8.4, 8.6 or 8.7, either Acquiror or the Stakeholder Representative 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 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 Shareholders' Agent shall agree on the arbitrator, provided that if Acquiror and the Stakeholder Representative Shareholders' Agent cannot agree on such arbitrator, either Acquiror or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 any Officer’s 's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 8 hereof, 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.accordance

Resolution of Conflicts and Arbitration. (a) If no agreement has been can be reached after good faith negotiation between the parties pursuant to Section 9.511.5, either Acquiror PURCHASER or the Stakeholder Representative 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 by one arbitrator. Acquiror PURCHASER and the Stakeholder Representative Stockholders' Agent shall agree on the arbitrator, provided that if Acquiror PURCHASER and the Stakeholder Representative Stockholders' Agent cannot agree on such arbitrator, either Acquiror PURCHASER or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s 's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Article 11 hereof, 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) If no agreement has been can be reached after good faith negotiation between the parties pursuant to Section 9.5Sections 9.5 or 9.6, either Acquiror Acquirer or the Stakeholder Representative Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the Damages is 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. Acquiror Acquirer and the Stakeholder Representative Stockholders' Agent shall agree on the arbitrator, provided that if Acquiror Acquirer and the Stakeholder Representative Stockholders' Agent cannot agree on such arbitrator, either Acquiror Acquirer or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s 's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section hereof, 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) If no agreement has been can be reached after good faith negotiation between the parties pursuant to Section 9.5, either Acquiror or the Stakeholder Representative 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 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 Shareholders’ Agent shall agree on the arbitrator, provided that if Acquiror and the Stakeholder Representative Shareholders’ Agent cannot agree on such arbitrator, either Acquiror or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 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 notwithstanding anything in Section 9 hereof, 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) If no agreement has been regarding a dispute relating to this Agreement can be reached after good faith negotiation between the parties pursuant to Section 9.5parties, either Acquiror or the Stakeholder Representative 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 by one arbitrator. Acquiror and the Stakeholder Representative Stockholders’ Agent shall agree on the arbitrator, provided that if Acquiror and the Stakeholder Representative Stockholders’ Agent cannot agree on such arbitrator, either Acquiror or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s Certificate brought hereunder shall be binding and conclusive upon the parties to this Agreement, and such amount of Damages set forth in the Escrow Agent and 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 decision and the Escrow Agent shall be entitled to make or withhold payments out of the Escrow Fund in accordance therewithFinal 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 has been can be reached after good faith negotiation between the parties pursuant to Section 9.5Sections 8.5 or 8.6, either Acquiror Parent or the Stakeholder Representative 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 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 Parent and the Stakeholder Representative Shareholders' Agent shall agree on the arbitrator; provided, provided however, that if Acquiror Parent and the Stakeholder Representative Shareholders' Agent cannot agree on such the arbitrator, either Acquiror Parent or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 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 Escrow Claim Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Article VIII hereof, 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) If no agreement has been 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 Section 9.59.2(b), either Acquiror or the Stakeholder Representative any Party may, by written notice to the otherother Parties, 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 the Parties agree to arbitration; and in either such event the matter arbitration shall be settled administered by arbitration conducted by one arbitrator. Acquiror the Center for Public Resources Institute for Conflict Prevention and Resolution (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 (“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 equity (but subject to the limitations of this Section 9)jurisdiction, 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 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 Officer’s 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 the Escrow Agent and the parties 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 therewithdecision.

Resolution of Conflicts and Arbitration. (a) If no agreement has been reached after good faith negotiation between the parties pursuant to Section 9.59.3, either Acquiror or the Stakeholder Representative 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 agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator. Acquiror and the Stakeholder Representative Seller shall agree on the arbitrator, provided that if Acquiror and the Stakeholder Representative Seller cannot agree on such arbitrator, either Acquiror or Stakeholder Representative 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 (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 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) If no agreement has been can be reached after good faith negotiation between the parties pursuant to Section 9.5Sections 9.5 or 9.6, either Acquiror Acquirer or the Stakeholder Representative 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 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 Acquirer and the Stakeholder Representative Shareholders' Agent shall agree on the arbitrator, provided that if Acquiror Acquirer and the Stakeholder Representative Shareholders' Agent cannot agree on such arbitrator, either Acquiror Acquirer or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s 's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 9 hereof, 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) If no agreement has been can be reached after good faith negotiation between the parties pursuant to Section 9.58.5, either Acquiror or the Stakeholder Representative 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 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 REBA Stockholders' Agent shall agree on the arbitrator, provided that if Acquiror xx Xcquiror and the Stakeholder Representative REBA Stockholders' Agent cannot agree on such arbitrator, either Acquiror Acquixxx or Stakeholder Representative 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 (but subject to the limitations of this Section 9)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 conclusions 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 Officer’s 's Certificate or Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 8 hereof, 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.