Common use of Resolution of Conflicts and Claims Clause in Contracts

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 indemnification under Section 9.2(b) with respect to Taxes.

Resolution of Conflicts and Claims. (a) If the Sellers' Company Stockholder Representative objects in writing to any claim for indemnification made by a Parent Indemnified Party in any written Notice of a claim (an "“Objection Notice"”), the Sellers' Company Stockholder 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' Company Stockholder 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' Company Stockholder 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' Company Stockholder 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 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' Company Stockholder 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 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 Parent and the Sellers' Company Stockholder Representative. If, after mediation efforts, the Sellers' Company Stockholder 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 indemnification under Section 9.2(b) with respect to Taxes.

Resolution of Conflicts and Claims. (a) If the Sellers' ’ Representative objects or Buyer Indemnifying Parties, as the case may be, object in writing to any claim for indemnification made by a an Indemnified Party in any written Notice of a claim (an "“Objection Notice"”), the Sellers' ’ Representative and Parent Buyer Indemnifying Parties 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 Buyer Indemnifying Parties 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 the Buyer Indemnifying Parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both such 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 or Buyer Indemnifying Parties 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, Parent the Sellers’ Representative and Sellers' Representative Buyer Indemnifying 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 a corporate attorney practicing in Las VegasHouston, NevadaTexas, with at least fifteen (15) years experience in mergers and acquisitions. The fees and expenses of the mediator shall be shared equally by Parent and the Sellers' Representative’ Representative and Buyer Indemnifying Parties. If, after mediation efforts, the Sellers' ’ Representative and Parent Buyer Indemnifying Parties should agree as to all or a portion of a claim, a memorandum setting forth such agreement shall be prepared and signed by both such 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 indemnification under Section 9.2(b) with respect to Taxes.

Resolution of Conflicts and Claims. (a) If the Sellers' Representative an Indemnifying Party objects in writing to any claim (or part of any claim) for indemnification made by a an Indemnified Party in any written Notice of a claim (an "“Objection Notice"”), the Sellers' Representative Indemnified Party and Parent Indemnifying Party 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 Indemnified Party and Parent Indemnifying Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and and, if such agreement involves a payment to a Parent Indemnified Party, shall be furnished to the Indemnity Escrow Agent and the Warrant Escrow Agent. The Indemnity Escrow Agent and the Warrant Escrow Agent shall each be entitled to rely on any such memorandum and distribute funds Indemnity Escrowed Shares, Indemnity Escrowed Warrant Shares and other property from the Indemnification Indemnity Escrow Fund and Warrant Escrow Fund in accordance with the terms thereofof the Escrow Agreements. (b) If no such agreement is can be reached after good faith negotiationnegotiations and prior to 30 days after delivery of an Objection Notice, either Parent or the Sellers' Securityholders’ Representative may demand mediation arbitration of the dispute, matter unless the amount of the damage or loss Damages that is at issue in is the subject of a pending action or proceeding litigation involving a Third Party Claim, in which event mediation arbitration shall not be commenced until such amount is ascertained or both parties agree to mediationarbitration, and in either such event the matter shall be settled by arbitration conducted by a panel of three arbitrators. In any Within ten business days of written notice by the party seeking arbitration under this Agreement (such mediationnotice, Parent an “Arbitration Request”), the party requesting arbitration shall appoint one person as an arbitrator and, within ten days thereafter, the other party shall appoint the second arbitrator. At the time of appointment, the appointing party shall designate whether its arbitrator will be treated as a neutral and Sellers' Representative agree independent arbitrator or as a partisan arbitrator to employ a mediator from become effective upon the American Arbitration Association (the "AAA") to assist them in reaching resolution of such dispute according to the Commercial Mediation Rules appointment of the AAAthird impartial and neutral arbitrator. The mediator Within ten days after the Arbitration Request, the two arbitrators so selected shall select a third arbitrator. Unless the parties agree otherwise, such third impartial and neutral arbitrator shall be a corporate licensed attorney practicing in Las Vegas, Nevada, with at least fifteen (15) ten or more years experience in acquisitions. The fees negotiating and expenses drafting commercial contracts similar to this Agreement or a senior executive or retired senior executive with ten or more years of experience with companies having business similar to the Retained Business or 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 thereofSpin-Off Subsidiary. If after reasonable effortsthe Securityholders’ Representative fails to select an arbitrator during such ten day period, and over a period of sixty (60) calendar days, then the parties are unable agree that Parent may select, in its sole discretion, such arbitrator. If Parent fails to reach agreement on select an arbitrator during such dispute utilizing the mediatorten day period, then the parties shall be permitted to proceed with any other remedy available to agree that the Securityholders’ Representative may select, in its sole discretion, such partyarbitrator. (c) Notwithstanding anything Any such arbitration shall be held in the State of New York under the commercial arbitration rules then in effect of the American Arbitration Association, subject to the contrary discretion of the arbitrators to permit discovery or portions of the arbitration hearing to be conducted in other jurisdictions to minimize the inconvenience or costs to either of the parties. If the American Arbitration Association or its successor ceases to provide arbitration services, then the term “American Arbitration Association” as used in this Agreement, (a) Agreement will thereafter mean and (b) of this Section 9.5 shall not apply to any claims for indemnification under Section 9.2(b) with respect to Taxes.refer to