Resolution of Conflicts and Claims. (a) If the Indemnifying Party objects in writing to any claim for indemnification made by an Indemnified Party in any written Notice of a claim (an “Objection Notice”), Sellers and Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and Sellers and Buyer shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If Sellers and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties.
(b) If no such agreement is reached after good faith negotiation, either Buyer or Sellers may demand mediation of the dispute, unless the amount of the damage or loss is at issue in a pending action or proceeding involving a Third Party Claim, in which event mediation shall not be commenced until such amount is ascertained or both parties agree to mediation. In any such mediation, Buyer and Sellers agree to employ a mediator from the American Arbitration Association (the “AAA”) to assist them in reaching resolution of such dispute according to the Commercial Mediation Rules of the AAA. The mediator shall be a corporate attorney practicing in Las Vegas, Nevada, with at least fifteen (15) years experience in acquisitions. The fees and expenses of the mediator shall be shared equally by Buyer and Sellers. If, after mediation efforts, Buyer and Sellers should agree as to all or a portion of a claim, a memorandum setting forth such agreement shall be prepared and signed by both parties. If after reasonable efforts, and over a period of sixty (60) calendar days, the parties are unable to reach agreement on such dispute utilizing the mediator, the parties shall be permitted to proceed with any other remedy available to such party.
Resolution of Conflicts and Claims. If an Indemnifying Party objects in writing to any Indemnity Claim for indemnification made by an Indemnified Party in any written Notice (“Objection Notice”), Sellers’ Representative and Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and Sellers’ Representative and Buyer shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If Sellers’ Representative and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties.
Resolution of Conflicts and Claims. (a) If the Sellers' Representative objects in writing to any claim for indemnification made by a Indemnified Party in any written Notice of a claim (an "Objection Notice"), the Sellers' Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and the Sellers' Representative and Parent shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If the Sellers' Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute funds from the Indemnification Escrow in accordance with the terms thereof.
(b) If no such agreement is reached after good faith negotiation, either Parent or the Sellers' Representative may demand mediation of the dispute, unless the amount of the damage or loss is at issue in a pending action or proceeding involving a Third Party Claim, in which event mediation shall not be commenced until such amount is ascertained or both parties agree to mediation. In any such mediation, Parent and Sellers' Representative agree to employ a mediator from the American Arbitration Association (the "AAA") to assist them in reaching resolution of such dispute according to the Commercial Mediation Rules of the AAA. The mediator shall be a corporate attorney practicing in Las Vegas, Nevada, with at least fifteen (15) years experience in acquisitions. The fees and expenses of the mediator shall be shared equally by Parent and the Sellers' Representative. If, after mediation efforts, the Sellers' Representative and Parent should agree as to all or a portion of a claim, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute funds from the Indemnification Escrow in accordance with the terms thereof. If after reasonable efforts, and over a period of sixty (60) calendar days, the parties are unable to reach agreement on such dispute utilizing the mediator, the parties shall be permitted to proceed with any other remedy available to such party.
(c) Notwithstanding anything to the contrary in this Agreement, (a) and (b) of this Section 9.5 shall not apply to any claims for ...
Resolution of Conflicts and Claims. (a) If an Indemnifying Party objects in writing to any claim (or part of any claim) for indemnification made by an Indemnified Party in any Objection Notice, the Indemnified Party and Indemnifying Party shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Indemnified Party and Indemnifying Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the event such agreement involves a payment to a Parent Indemnified Party, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute funds from the Escrow in accordance with the terms thereof.
(b) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Objection Notice, either Parent or the Seller Representative may demand arbitration of the matter unless the amount of the Damage that is at issue is the subject of a pending litigation involving a Third Party Claim, 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 mutually agreeable to Parent and the Seller Representative. In the event that, within thirty (30) days after submission of any dispute to arbitration, Parent and the Seller Representative cannot mutually agree on one arbitrator, then, within thirty (30) days after the end of such thirty (30) day period, Parent and the Seller Representative shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator. If the Seller Representative fails to select an arbitrator during this thirty (30) day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by Parent. If Parent fails to select an arbitrator during this thirty (30) day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by the Seller Representative.
(c) Any such arbitration shall be held in Orange County, California, under the rules then in effect of the American Arbitration Association (the “AAA”). The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of each arbitrator and the administrative fee of the AAA. The arbitrator or...
Resolution of Conflicts and Claims. 8.5.1 If the Indemnifying Parties object in writing to any claim for indemnification made by a Indemnified Party in any written Notice of a claim (an “Objection Notice”), the Parties shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and each Party shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If the Parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by the parties.
8.5.2 If no such agreement is reached after good faith negotiation, any Party may demand mediation of the dispute, unless the amount of the Damage or loss is at issue in a pending action or proceeding involving a Third-Party Claim, in which event mediation shall not be commenced until such amount is ascertained or both parties agree to mediation. In any such mediation, Buyer and the Selling Parties agree to employ a mediator from the American Arbitration Association (the “AAA”) to assist them in reaching resolution of such dispute according to the Commercial Mediation Rules of the AAA. The mediator shall be an attorney with experience in mergers and acquisitions transactions. The fees and expenses of the mediator shall be shared equally by Buyer and the Selling Parties. If, after mediation efforts, the Selling Parties and Buyer should agree as to all or a portion of a claim, a memorandum setting forth such agreement shall be prepared and signed by both parties. If after commercially reasonable efforts, and over a period of sixty (60) calendar days, the parties are unable to reach agreement on such dispute utilizing the mediator, the parties shall be permitted to proceed with any other remedy available to such party.
8.5.3 Notwithstanding anything to the contrary in this Agreement, Sections 8.5.1 and 8.5.2 shall not apply to any claims for indemnification under Section 8.2.3 with respect to Taxes.
Resolution of Conflicts and Claims. If the Indemnifying Party objects in writing to any claim for indemnification made by a Buyer Indemnified Party or Seller Indemnified Party in any written notice of a claim (an “Objection Notice”), then the Indemnifying Party and the Buyer Indemnified Party or Seller Indemnified Party, as the case may be, shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and the parties shall each provide information (as reasonably requested) to the other related to the issues set forth in the Objection Notice. If the parties so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of indemnification by Seller, the amount agreed upon by the parties shall be paid to Buyer by wire transfer of immediately available funds, and in the case of indemnification by Buyer, such amount shall be paid to Seller by wire transfer of immediately available funds. If the parties do not agree upon the rights of the respective parties with respect to each of such claims, such dispute shall be resolved in accordance with Section 9.10.
Resolution of Conflicts and Claims. If an Indemnifying Person objects in writing to any claim (or part of any claim) for indemnification made by an Indemnified Person (an “Objection Notice”), the Indemnified Person and Indemnifying Person shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims within 30 days of the Objection Notice. If the Indemnified Person and Indemnifying Person should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties.
Resolution of Conflicts and Claims. Section 11.6
Resolution of Conflicts and Claims. (i) If the indemnifying party objects in writing to any claim for indemnification made by an Indemnified Party in any Indemnification Claim Notice (an "OBJECTION NOTICE"), the indemnifying party and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims and shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If the indemnifying party and the Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties.
(ii) If no such agreement is reached after good faith negotiation, either the indemnifying party or the Indemnified Party may demand mediation of the dispute, unless the amount of the damage or loss is at issue in a pending action or proceeding involving a Third Party Claim, in which event mediation shall not be commenced until such amount is ascertained or both parties agree to mediation. In any such mediation, indemnifying party and the Indemnified Party agree to employ a mediator from the American Arbitration Association (the
Resolution of Conflicts and Claims. If an indemnifying party objects in writing to any claim (or part of any claim) for indemnification made by an indemnified party (an “Objection Notice”), the indemnified party and indemnifying party shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the indemnified party and indemnifying party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties.
