Common use of Resolution of Conflicts and Claims Clause in Contracts

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. (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 Sellers, on the one hand, and Buyer Buyer, on the other hand, shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and such 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 legal remedy available to such party. (c) The provisions of this Section 12.5 shall apply to disputes between the parties as to Tax matters subject to Section 12.9, with the term “Third Party Claim” replaced with “Tax Claim”.

Resolution of Conflicts and Claims. (a) If the Indemnifying Party Company Stockholder Representative objects in writing to any claim for indemnification made by an a Parent Indemnified Party in any written Notice of a claim (an “Objection Notice”), Sellers the Company Stockholder Representative and Buyer Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and Sellers the Company Stockholder Representative and Buyer Parent shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If Sellers the Company Stockholder Representative and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties 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 General Escrow Fund in accordance with the terms thereof. (b) If no such agreement is reached after good faith negotiation, either Buyer the Parent Indemnified Party or Sellers Company Stockholder Representative may demand mediation of require the other party to mediate the dispute, unless the amount of the damage or loss Damages is at issue in a pending action or proceeding involving a Third 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 the parties shall mutually agree to employ a mediator from upon the American Arbitration Association (the “AAA”) to assist them in reaching resolution of rules for such dispute according to the Commercial Mediation Rules of the AAAmediation. The mediator shall be a corporate attorney practicing in Las Vegas, Nevada, with at least fifteen (15) years experience in acquisitionsmutually agreed upon by the parties. The fees and expenses of the mediator shall be shared equally by Buyer the Parent Indemnified Party and Sellers. If, after mediation efforts, Buyer and Sellers should agree as to all or a portion of a claim, a memorandum setting forth Company Stockholder Representative. (c) If no such agreement shall be prepared and signed by both parties. If after reasonable efforts, and over a period of sixty (60) calendar daysis reached with good faith discussions or the parties do not reach agreement through mediation, the parties are unable may pursue such other remedies as available at Law subject to reach agreement on such dispute utilizing the mediator, the parties shall be permitted to proceed with any other remedy available to such partyterms of this Agreement.

Resolution of Conflicts and Claims. (a) If the an Indemnifying Party objects in writing to any claim Indemnity Claim for indemnification made by an Indemnified Party in any written Notice of a claim (an “Objection Notice”), Sellers Seller 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 Seller and Buyer shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If Sellers Seller 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 Seller or 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 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, Seller and 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 VegasOrange County, NevadaCalifornia, with at least fifteen (15) years experience in mergers and acquisitions. The fees and expenses of the mediator shall be shared equally by Buyer Seller and SellersBuyer. If, after mediation efforts, Seller and 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. (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 Coast and Buyer Xxxxxx'x shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and Sellers Coast and Buyer Xxxxxx'x shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If Sellers Coast and Buyer Xxxxxx'x 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 Coast or Sellers Xxxxxx'x 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 Coast and Sellers Xxxxxx'x 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 Coast and SellersXxxxxx'x. If, after mediation efforts, Buyer Coast and Sellers Xxxxxx'x 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. (a) If the an Indemnifying Party objects in writing to any claim Indemnity Claim for indemnification made by an Indemnified Party in any written Notice of a claim (an “Objection Notice”), Sellers Seller 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 Seller and Buyer shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If Sellers Seller and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesParties. (b) If no such agreement is reached after good faith negotiation, either Seller or 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 Third-Party Claim, in which event mediation shall not be commenced until such amount is ascertained or both parties Parties agree to mediation. In any such mediation, Seller and 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 VegasOrange County, NevadaCalifornia, with at least fifteen (15) years experience in mergers and acquisitions. The fees and expenses of the mediator shall be shared equally by Buyer Seller and SellersBuyer. If, after mediation efforts, Seller and 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 partiesParties. If after reasonable efforts, and over a period of sixty (60) calendar days, the parties Parties are unable to reach agreement on such dispute utilizing the mediator, the parties Parties shall be permitted to proceed with any other remedy available to such partyParty.

Resolution of Conflicts and Claims. (a) If the Indemnifying Party Sellers’ Representative objects in writing to any claim for indemnification made by an a Indemnified Party in any written Notice of a claim (an “Objection Notice”), Sellers the Sellers’ Representative and Buyer Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, and Sellers the Sellers’ Representative and Buyer Parent shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If Sellers the Sellers’ Representative and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both partiesparties 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 Buyer Parent or Sellers 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, Buyer Parent and Sellers 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 Buyer Parent and the Sellers’ Representative. If, after mediation efforts, Buyer the Sellers’ Representative and Sellers 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 partiesparties 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 indemnification under Section 9.2(b) with respect to Taxes.

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 Xxxxx 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 Xxxxx and Sellers. If, after mediation efforts, Buyer Xxxxx and Sellers Xxxxxxx 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. (a) If the Indemnifying Party objects in writing to any claim for indemnification made by an Indemnified Party in any written Indemnification Notice of a claim (an “Objection Notice”), Sellers and Buyer Buyers 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 Buyers shall provide information to the other party (as reasonably requested) related to the issues set forth in the Objection Notice. If Sellers and Buyer Buyers 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 Buyers 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 Buyers and Sellers agree to employ a mediator from the American Arbitration Association (the “AAA”) JAMS, Inc. to assist them in reaching resolution of such dispute according to the Commercial Mediation Rules of the AAAdispute. The mediator shall be a corporate attorney practicing in Las Vegas, Nevada, with at least fifteen (15) years years’ experience in acquisitionsacquisitions and who is mutually acceptable to both Buyers and Sellers. The fees and expenses of the mediator shall be shared equally by Buyer Buyers and Sellers. If, after mediation efforts, Buyer Buyers 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 legal remedy available to such party.