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 9.5 or 9.6, either Acquirer or the Stockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the Damages at issue is in pending litigation with a third party 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. Acquirer and the Stockholders' Agent shall agree on the arbitrator, provided that if Acquirer and the Stockholders' Agent cannot agree on such arbitrator, either Acquirer or 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 Officer'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. (b) Judgment upon any award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the State of Calfornia. Any such arbitration shall be held in San Francisco, California under the commercial rules then in effect of JAMS. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, any administrative fee of JAMS, and the expenses, including attorneys' fees and costs, reasonably incurred by the other party to the arbitration. For purposes of this Section 9, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate or Agent Certificate, as the case may be, is at issue, the party seeking indemnification shall be deemed to be the non-prevailing party unless the arbitrators award the party seeking indemnification more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Person against whom indemnification is sought shall be deemed to be the non-prevailing party.

Resolution of Conflicts and Arbitration. (a) In the event that any Objection Notice is delivered in response to any Escrow Claim Certificate, the Vendors' Representatives and the Purchaser shall attempt in good faith to resolve the dispute and agree upon an appropriate amount to settle the outstanding Claim. If such an agreement is reached, the Vendors' Representatives and the Purchaser shall each sign a Confirmation Certificate setting out the agreed amount of the Claim (which may be less than the amount set out in the Escrow Claim Certificate) and promptly deliver a copy of such Confirmation Certificate to the Escrow Agent. (b) If no such agreement can be reached after good faith negotiation between within 30 days of the parties pursuant to Sections 9.5 or 9.6date of the Objection Notice, either Acquirer the Vendors' Representatives or the Stockholders' Agent may, Purchaser may demand arbitration of the matter by written notice to the other. Upon any such arbitration demand, demand arbitration of the matter unless the amount of the Damages at issue is in pending litigation with a third party 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 outstanding dispute shall be settled by arbitration conducted by one arbitratorthree arbitrators. Acquirer The Vendors' Representatives and the Stockholders' Agent Purchaser shall agree on each select one arbitrator within 15 days of the arbitratorarbitration demand notice date, provided that if Acquirer and the Stockholders' Agent cannot agree on two arbitrators so selected shall select a third arbitrator (and any party failing to name an arbitrator within such arbitrator, either Acquirer or Stockholders' Agent can request that Judicial Arbitration and Mediation Services ("JAMS") select the arbitrator15 day period shall forfeit its right to do so). The arbitrator arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties Vendors' Representatives, on behalf of the Vendors, and the Purchaser an opportunity, adequate in the sole judgment judgement of the arbitratorarbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' attorneys fees and costs, to the same extent as a court of competent law or equity, should the arbitrator arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. Unless otherwise agreed by both the Vendors' Representatives and the Purchaser, the arbitration proceedings shall be conducted in such a manner so as to provide for a final decision within not more than 60 days from the date of the arbitration demand notice. The decision of a majority of the arbitrator three arbitrators as to the validity and amount of any Claim in such arbitration award shall be written, binding and conclusive upon the Parties. Such decision shall be in accordance with Applicable Law and with this Agreement, written and shall be supported by written findings of fact and conclusion of law conclusions which shall set forth the basis award, judgment, decree or order awarded by the arbitrators (the "Arbitration Decision"). The Vendors' Representatives and the Purchaser shall each sign a Confirmation Certificate setting out the final amount of the Claim as determined by such arbitration and promptly provide a copy of such Confirmation Certificate to the Escrow Agent. If the Vendors' Representatives and/or the Purchaser fail to sign such Confirmation Certificate within 10 days of the Arbitration Decision, the Arbitration Decision may be used by the Parties as a Confirmation Certificate for the decision of the arbitratorEscrow Claim Certificate in question. The decision of the arbitrator as to the validity and amount of any claim in such Officer's Certificate or Agent Certificate Any Arbitration Decision 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 homologated in accordance with such decision and the Escrow Agent shall be entitled Articles 946 to make or withhold payments out 946.6 of the Escrow Fund in accordance therewithQuebec Code of Civil Procedure. (bc) Judgment upon any award rendered by the arbitrator arbitrators may be entered in any federal or state court of competent jurisdiction located in the State of Calforniahaving jurisdiction. Any such arbitration initiated by the Vendors' Representatives, on behalf of the Vendors, or by the Purchaser shall be held in San FranciscoMontreal, California under Quebec and all such arbitrations shall be held in accordance with the commercial rules then in effect provisions of JAMSthe Quebec Code of Civil Procedure. The non-prevailing party to an arbitration shall pay its own expensesarbitrators may in their discretion determine whether the fees and expenses of the arbitration, including without limitation the fees of the arbitrator, any administrative fee of JAMS, each arbitrator and the expenses, including attorneys' reasonable fees and costsexpenses of legal counsel, reasonably incurred by the other party to the arbitration. For purposes shall form part of this Section 9their award (and thereby be, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate or Agent Certificateeffect, as the case may be, is at issue, the party seeking indemnification shall be deemed charged to be the non-prevailing party unless the arbitrators award the party seeking indemnification more than one-half (1/2) one side of the amount in dispute, plus any amounts not in dispute; otherwise, the Person against whom indemnification is sought shall be deemed to be the non-prevailing party).

Resolution of Conflicts and Arbitration. (a) In case Mattson shall object in writing to any claim or claims by Buyer made in any Officer's Certificate, Buyer will have thirty days to respond in a written statement to the objection of Mattson. If after such 30 day per period there remains a dispute as to any claims, then Buyer and Mattson will attempt in good faith for 60 days to agree upon the rights of the respective parties with respect to each of such claims. To the extent no agreement can be reached after good faith negotiation between the parties pursuant to Sections 9.5 or 9.6parties, either Acquirer Mattson or the Stockholders' Agent Buyer 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 or dispute with a third party or is subject to a pending investigation by any Governmental Entityparty, in which event arbitration with respect to the specific portion of the claim at issue in the pending litigation or dispute shall not be commenced until such amount is ascertained or both parties Mattson and Buyer agree to arbitration; and in either such event the matter shall will be settled by arbitration conducted by one arbitrator. Acquirer Mattson and the Stockholders' Agent shall Buyer will agree on the arbitrator, provided that if Acquirer Mattson and the Stockholders' Agent Buyer cannot agree on such arbitrator, either Acquirer Mattson or Stockholders' Agent Buyer can request that Judicial Arbitration and Mediation Services ("JAMS") JAMS select the arbitrator. The arbitrator shall will set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall will rule upon motions to compel or limit discovery and shall will have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of competent jurisdiction in law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator shall will be written, shall will be in accordance with Applicable Law applicable law and with this Agreement, and shall will be supported by written findings of fact and conclusion of law law, which shall will set forth the basis for the decision of the arbitrator. The decision of the arbitrator as to the validity and amount of any claim in such an Officer's Certificate or Agent Certificate shall will be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section hereofthis Article VIII, the Escrow Agent and the parties shall will 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. (b) Judgment upon any award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the State of Calforniahaving jurisdiction. Any such arbitration shall will be held in San FranciscoAlameda County, California under the commercial rules then in effect of JAMS. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, any administrative fee of JAMS, and the expenses, including attorneys' fees and costs, reasonably incurred by the other party to the arbitrationAmerican Arbitration Association. For purposes of this Section 98.3(b), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate or Agent Certificate, as the case may be, is at issue, the party seeking indemnification shall Buyer will be deemed to be the nonNon-prevailing party Prevailing Party unless the arbitrators award the party seeking indemnification Buyer more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Person against whom indemnification is sought shall Mattson will be deemed to be the nonNon-prevailing partyPrevailing Party. The Non-Prevailing Party to an arbitration will pay the fees of the arbitrator and any administrative fee of JAMS, and each party will bear its own expenses.

Resolution of Conflicts and Arbitration. a) In case Licensor shall so object in writing to any claim or claims by Licensee made in any Officer's Certificate, Licensee shall have thirty (30) days to respond in a written statement to the objection of Licensor. If after such thirty (30) day period there remains a dispute as to any claims, Licensor and Licensee shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. a) b) If no such agreement can be reached after good faith negotiation between the parties pursuant to Sections 9.5 or 9.6negotiation, either Acquirer Licensee or the Stockholders' Agent Licensor may, by written notice to the other, demand arbitration of the matter unless the amount of the Damages damage or loss is at issue is in pending litigation with a third party or is subject to a pending investigation by any Governmental Entityparty, 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. Acquirer Licensee and the Stockholders' Agent Licensor shall agree on the arbitrator, provided that if Acquirer Licensee and the Stockholders' Agent Licensor cannot agree on such arbitrator, either Acquirer Licensee or Stockholders' Agent Licensor 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 arbitratorarbitrators, 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 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 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... (bc) Judgment upon any award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the State of Calforniahaving jurisdiction. Any such arbitration shall be held in San FranciscoWashington, California DC under the commercial rules then in effect of JAMSthe American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of the arbitrator, any administrative fee of JAMS, and the expenses, including attorneys' fees and costs, reasonably incurred by the other party to the arbitration. For purposes of this Section 9, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate or Agent Certificate, as the case may be, is at issue, the party seeking indemnification shall be deemed to be the non-prevailing party unless the arbitrators award the party seeking indemnification more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Person against whom indemnification is sought shall be deemed to be the non-prevailing party.