Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. (a) In case Parent shall so object in writing to any claim or claims by the Company Indemnified Persons made in any Shareholders' Certificate, the Shareholders' Agent shall have twenty (20) days after receipt by Parent to respond in a written statement to the objection of Parent. If after the twenty (20) day period there remains a dispute as to any claims, Parent and the Shareholders' Agent 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. If Parent and the Shareholders' Agent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. Parent shall promptly make delivery of funds to the Company Indemnified Persons in accordance with the terms of such memorandum. (b) If no such agreement can be reached after good faith negotiation, either the Shareholders' Agent or Parent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss 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 in accordance with Section 13.1. 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. (c) The allocation of expenses incurred in connection with any such arbitration shall be as set forth in Section 10.6(c).