Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. In case the Sellers Agent shall so object in writing to any claim or claims made in any Officer’s Certificate, the Sellers Agent and MWXI shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after good faith negotiation, either MWXI or the Sellers Agent may 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 conducted by three arbitrators. MWXI and the Sellers Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators 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, and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx County, Illinois under the rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. In case the Sellers Agent Seller shall so ------------------------------------ object in writing to any claim or claims made in any Officer’s 's Certificate, the Sellers Agent Seller and MWXI Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If Seller and Purchaser 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 cash from the Escrow Fund in accordance with the terms thereof. If no such agreement can be reached after good faith negotiation, either MWXI Purchaser or the Sellers Agent Seller may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with action or proceeding involving a third partyThird 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 three arbitrators. MWXI one (1) arbitrator mutually agreeable to Purchaser and the Sellers Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitratorSeller. The arbitrators arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitratorsarbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator shall rule upon motions to compel compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrator shall also have the authority to impose sanctions, including attorneys’ ' fees and costsother costs incurred by the parties, to the same extent as a court of competent law or equity, should the arbitrators determine arbitrator determines that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three arbitrators arbitrator as to the validity and amount of any claim in such Officer’s 's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 4.2(e) hereofthis Article X, the Escrow Agent --------- shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrator. Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Xxxx CountySan Jose, Illinois California under the commercial rules of arbitration then in effect of the American Arbitration AssociationInternational Chamber of Commerce. The non-prevailing In any arbitration pursuant to this Section 10.9 to resolve a claim for indemnification, each party to an arbitration ------------ shall pay its own expenses, . Seller shall pay a fraction of the fees of each arbitrator, the (i) arbitrators and the administrative costs of the arbitration equal to the quotient obtained by dividing the amount awarded by the arbitrators with respect to such claim (or agreed in settlement of such claim) by (ii) the portion of the indemnification claim disputed by Seller; and the expenses, including without limitation, reasonable attorneys’ balance of such fees and costs, incurred administrative costs shall be paid by the other party to the arbitrationPurchaser.

Resolution of Conflicts; Arbitration. (i) In case the Sellers Agent shall so object event of any dispute among the parties in writing connection with this Agreement, including without limitation, disputes over a claim pursuant to this Section 7.2 or any claim disputes under the state or claims made federal securities laws in any Officer’s Certificateconnection with this Agreement, Xxxxxxx Xxxxx on behalf of the Sellers Agent Hotel Stockholders and MWXI the Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Hotel Stockholders and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. (ii) If no such agreement can be reached after good faith negotiationnegotiation (or in any event after sixty (60) days from the date of the Notice), either MWXI Parent or the Sellers Agent Hotel Stockholders may 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 conducted by three arbitrators. MWXI Parent and the Sellers Agent Hotel Stockholders shall each select one (1) arbitrator, and the two (2) arbitrators so selected shall select a third arbitrator. The arbitrators 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 arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators 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 arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer’s Certificate Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent . Such decision shall be entitled to act in accordance with such decision written and make shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or withhold payments out of the Escrow Fund in accordance therewith. Judgment upon any award rendered order awarded by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx County, Illinois under the rules then in effect of the American Arbitration Associationarbitrators. The non-prevailing party arbitrators shall not be empowered to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitrationaward punitive damages.

Resolution of Conflicts; Arbitration. (a) In case the Sellers Agent shall so object event of any dispute among the parties in writing connection with this Agreement, including without limitation, disputes over a claim pursuant to Section 13.01 or Section 13.02, any claim disputes under the state or claims made Federal securities laws in connection with this Agreement, and disputes over the amount of any Officer’s Certificateamount payable pursuant to Section 2.01 hereof, the Sellers Agent Seller and MWXI USWeb shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Seller and USWeb should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. (b) If no such agreement can be reached after good faith negotiationnegotiation (or in any event after 60 days from the date of a Notice setting forth such dispute), either MWXI USWeb or the Sellers Agent Seller may 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 conducted by three arbitrators. MWXI USWeb and the Sellers Agent Seller shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators 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 arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer’s 's Certificate or Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent . Such decision shall be entitled written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. The arbitrators shall not be empowered to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewithaward punitive damages. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx County, Illinois New York under the rules then in effect of the American Arbitration Association. The non-prevailing party arbitrators shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, arbitrator and the administrative costs fee of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitration.American Arbitration Association. 15.08

Resolution of Conflicts; Arbitration. In case Buyer or Seller after the Sellers Agent shall Closing makes a claim hereunder, and so object in writing to any claim representation, warranty or claims covenant made in any Officer’s Certificatethis Agreement, the Sellers Agent and MWXI parties shall attempt in good faith to agree upon on the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after good faith negotiation, either MWXI or the Sellers Agent party may 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 submitted to and settled by arbitration conducted by three arbitrators. MWXI and arbitrators in accordance with the Sellers Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 Commercial Arbitration Rules of the arbitratorsAmerican Arbitration Association now in effect, except to discover relevant information from the opposing parties about the subject matter of the disputeextent modified herein. The arbitrators shall rule upon on 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 jurisdiction would have to impose in a proceeding at law or in equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators 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, and notwithstanding anything in Section 4.2(e) 5.02 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx CountyNew York, Illinois under the rules then in effect of the American Arbitration AssociationNew York. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. In case the Sellers Agent Seller shall so object in ------------------------------------ writing to any claim or claims made in any Officer’s 's Certificate, the Sellers Agent Seller and MWXI Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If Seller and Purchaser 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 cash from the Escrow Fund in accordance with the terms thereof. If no such agreement can be reached after good faith negotiation, either MWXI Purchaser or the Sellers Agent Seller may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with action or proceeding involving a third partyThird 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 three arbitrators. MWXI one (1) arbitrator mutually agreeable to Purchaser and the Sellers Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitratorSeller. The arbitrators arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitratorsarbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator shall rule upon motions to compel compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrator shall also have the authority to impose sanctions, including attorneys’ ' fees and costsother costs incurred by the parties, to the same extent as a court of competent law or equity, should the arbitrators determine arbitrator determines that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three arbitrators arbitrator as to the validity and amount of any claim in such Officer’s 's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 4.2(e) hereofthis Article X, the Escrow Agent shall be entitled to act in --------- accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrator. Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Xxxx County, Illinois New York City under the commercial rules of arbitration then in effect of the American Arbitration AssociationInternational Chamber of Commerce. The non-prevailing In any arbitration pursuant to this Section ------- 10.8 to resolve a claim for indemnification, each party to an arbitration shall pay its own ---- expenses, . Seller shall pay a fraction of the fees of each arbitrator, the (i) arbitrators and the administrative costs of the arbitration equal to the quotient obtained by dividing the amount awarded by the arbitrators with respect to such claim (or agreed in settlement of such claim) by (ii) the portion of the indemnification claim disputed by Seller; and the expenses, including without limitation, reasonable attorneys’ balance of such fees and costs, incurred administrative costs shall be paid by the other party to the arbitrationPurchaser.

Resolution of Conflicts; Arbitration. (a) Within thirty (30) days of receiving a claim or claims from any Claimant, ClickOver shall notify the Claimant in writing whether it objects to the claim(s). In the case the Sellers Agent ClickOver shall so object in writing to any claim or claims made in any Officer’s Certificateclaims, ClickOver and the Sellers Agent and MWXI Claimant shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Claimant and ClickOver shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If no such agreement can be reached after good faith negotiation, either MWXI ClickOver or the Sellers Agent Claimant may 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 conducted by three arbitrators. MWXI ClickOver and the Sellers Agent Claimant shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 arbitrators, to discover relevant information from the opposing parties other party about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ ' fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer’s Certificate by the Claimant shall be binding and conclusive upon the parties to this Agreement, Claimant and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent ClickOver. Such decision shall be entitled to act in accordance with such decision written and make shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or withhold payments out of the Escrow Fund in accordance therewith. Judgment upon any award rendered order awarded by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx County, Illinois under the rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitrationarbitrators.

Resolution of Conflicts; Arbitration. In case the Sellers Agent shall so object in writing (a) With respect to any claim or claims made in any Officer’s Certificate, the Sellers Agent and MWXI shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after good faith negotiationUnresolved Claims, either MWXI the Buyer, on the one hand, or the Sellers Agent Sellers’ Representative, on the other, may 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 Parties agree to arbitration; and in . In either such event event, the matter shall be settled by arbitration conducted by three arbitrators. MWXI one arbitrator mutually agreeable to the Buyer and the Sellers Agent Sellers’ Representative. In the event that within forty-five (45) days after submission of any dispute to arbitration, the Buyer and the Sellers’ Representative cannot mutually agree on one arbitrator, the Buyer and the Sellers’ Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitratorarbitrator to handle the dispute. The arbitrators arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties Parties an opportunity, adequate in the sole judgment of the arbitratorsarbitrator, to discover relevant information from the opposing parties party about the subject matter of the dispute. The arbitrators 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 extent as of a court of competent law or equity, should the arbitrators arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators arbitrator as to the validity and amount of any claim in such Officer’s Certificate Unresolved Claim shall be binding and conclusive upon the parties Parties to this Agreement, Agreement and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent Buyer and the Sellers’ Representative shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund payments, if any, in accordance therewithwith the procedures set forth in Section 9.4. Judgment upon any award rendered The arbitrator’s decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment decree or order awarded by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx County, Illinois under the rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. In case The Claiming Party shall deliver a written response to the Sellers Agent shall so object Stockholder Representatives in writing respect of any Objection properly delivered by the Stockholder Representatives. If after twenty (20) days following delivery of such response there remains a dispute as to any claim or claims made in any Officer’s Certificateclaims, the Sellers Agent Stockholder Representatives and MWXI the Claiming Party shall attempt in good faith for sixty (60) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representatives and the Claiming Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both and shall be furnished to the Indemnity Agent. The Indemnity Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock or other property from the Indemnity Fund in accordance with the terms thereof. If no such agreement can be reached after good faith negotiation, either MWXI the Claiming Party or the Sellers Agent may Stockholder Representatives may, by written notice to the other, demand arbitration of the matter unless the amount of the damage Loss or loss Expense 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 conducted by three arbitrators. MWXI Within fifteen (15) days after such written notice is sent, Parent and the Sellers Agent Stockholder Representatives shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 decision of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer’s Certificate the related Claim Notice shall be binding binding, and conclusive upon the parties to this Agreementconclusive, and notwithstanding anything in this Section 4.2(e) hereof8.5, the Escrow Indemnity Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Indemnity Fund in accordance therewith. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx CountyChicago, Illinois under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs fee of the arbitration American Arbitration Association, and the expenses, including without limitation, reasonable attorneys’ ' fees and costs, reasonably incurred by the other party to the arbitration. Stockholder Representatives. The "Stockholder Representatives" shall be Andy Y.T. Chan and Xxxxxxx Xxxx, who may be replaced by the Company prior to the Effective Time. Each of the Stockholder Representatives shall be constituted and appointed as exclusive agent for and on behalf of the Company Stockholders to give and receive notices and communications, to authorize delivery to Parent Group Members' property from the Indemnity Fund in satisfaction of claims by Parent Group Members, to object to such deliveries to object to Parent's determination as to whether any Per Share Holdback Payment is payable to the Company Stockholders or as to the amount thereof, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims' determination, to incur expenses and retain counsel and to take all actions necessary or appropriate in the judgment of the Stockholder Representatives for the accomplishment of the foregoing. The Persons designated to serve as the Stockholder Representatives may be changed by the holders of a majority in interest of the Indemnity Fund from time to time upon not less than 10 days' prior written notice to Parent. No bond shall be required of the Stockholder Representatives, and the Stockholder Representatives shall receive no compensation for services. Any expenses incurred by the Stockholder Representatives in connection with their services hereunder shall be reimbursed from the Indemnity Fund upon presentation of appropriate expense documentation as and to the extent provided in Section 6 of the Indemnity Agreement. The Stockholder Representatives shall not be liable to the Company Stockholders for any act done or omitted hereunder or under the Indemnity Agreement as Stockholder Representatives while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the written advice of counsel shall be conclusive evidence of such good faith. The Company Stockholders shall severally indemnify the Stockholders Representatives and hold them harmless from and against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Representatives and arising out of or in connection with the acceptance and administration of their duties hereunder. The Stockholder Representatives shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially).

Resolution of Conflicts; Arbitration. In case the Sellers Agent Stockholders' Representative shall so object in writing to any claim or claims made in any Officer’s 's Certificate, the Sellers Agent Stockholders' Representative and MWXI Acquiror shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claimsclaims within 30 days after Acquiror's receipt of Stockholders' Representative's written objection to the claim pursuant to Section 8.5 (the "Negotiation Period"). If no such agreement can be has been reached after good faith negotiationby the end of the Negotiation Period, either MWXI Acquiror or the Sellers Agent Stockholders' Representative may demand arbitration of the matter unless the amount of the damage or loss Damages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained by settlement or a non-appealable decision of a court of competent jurisdiction or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. MWXI and the Sellers Agent shall each select one a single arbitrator, and selected by mutual agreement of the two arbitrators so selected shall select a third arbitratorparties or otherwise in accordance with the then prevailing rules of the American Arbitration Association as adopted by the State of Delaware. The arbitrators arbitration shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunitybe conducted in county of Wilmington, adequate in the sole judgment Delaware. The written decision of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators arbitrator as to the validity and amount of any claim in such Officer’s 's Certificate shall be binding and conclusive upon the parties to this Agreement. The arbitrator shall award reimbursement to the prevailing party in the arbitration of its reasonable expenses of the arbitration (including costs and reasonable attorneys' fees). The award of the arbitrator shall be the sole and exclusive monetary remedy of the parties and shall be enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent any party shall be entitled to act in accordance with such decision and make seek injunctive relief or withhold payments out of the Escrow Fund in accordance therewith. Judgment upon any award rendered by the arbitrators may be entered in other equitable remedies from any court having of competent jurisdiction. Any such arbitration shall be held in Xxxx County, Illinois under the rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. In case the Sellers Agent Stockholder shall so object in writing to any claim or claims made in any Officer’s 's Certificate, the Sellers Agent Stockholder and MWXI Gusana shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If no such agreement can be reached after good faith negotiationnegotiation for a period of 15 days, either MWXI Gusana or the Sellers Agent Stockholder may demand arbitration of the matter dispute unless the amount of the damage or loss is at issue in a pending litigation with action or proceeding involving a third partyThird 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 three 3 arbitrators. MWXI , 1 selected by Gxxxxx, 0 selected by the Stockholder, and 1 selected by the 2 arbitrators selected by Gusana and the Sellers Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitratorStockholder. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel compel, limit or limit allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys’ ' fees and costsother costs incurred by the parties, to the same extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three 3 arbitrators as to the validity and amount of any claim in such Officer’s 's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 4.2(e) 9.7 hereof, the Escrow Agent Gusana shall be entitled to act in accordance with such decision and make or withhold payments out of release Indemnity Shares from the Escrow Indemnity Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in Xxxx Los Angeles County, Illinois California under the commercial rules of arbitration then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses, including without limitation, reasonable attorneys’ ' fees and costs, incurred by the other prevailing party to the arbitration. In the event that the Stockholder shall have objected in writing to any claim or claims made in any Officer's Certificate, and (A) no agreement is reached between the parties as to their respective rights in accordance with subparagraph (i) above, and (B) neither the Stockholder nor Gusana shall have demanded arbitration of the dispute within six (6) months of the date of the relevant Officer's Certificate, in the case of a claim not involving a Third Party Claim, or within six (6) months of the date that a Third Party Claim is finally resolved and is not appealable, in the case of a claim involving a Third Party Claim, then the claim or claims in the relevant Officer's Certificate which remain subject to dispute shall expire and no further claim upon the Indemnity Fund shall be made with respect to such claim or claims. Such expiration shall, for purposes of releasing Indemnity Shares under this Agreement be deemed a final resolution of such claim or claims, and such Indemnity Shares shall remain in the Indemnity Fund or be released to the Stockholder in accordance with this Agreement.

Resolution of Conflicts; Arbitration. In case the Sellers Agent Stockholders’ Representatives shall so object in writing to any claim or claims made in any Officer’s Certificate, the Sellers Agent Stockholders’ Representatives and MWXI Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each such of such claims. If the Stockholders’ Representatives 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 in accordance with the terms thereof. If no such agreement can be reached after good faith negotiation, either MWXI Parent or the Sellers Agent Stockholders’ Representatives may demand arbitration of the matter unless the amount of the damage claim or loss 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 conducted by three arbitrators. MWXI one arbitrator mutually agreeable to Parent and the Sellers Agent Stockholders’ Representatives. In the event that within forty five days after submission of any dispute to arbitration, Parent and the Stockholders’ Representatives cannot mutually agree on one arbitrator, Parent, on the one hand, and the Stockholders’ Representatives, on the other hand, shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of competent law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, 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, and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent . Such decision shall be entitled to act in accordance with such decision written and make shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or withhold payments out of order awarded by the Escrow Fund in accordance therewitharbitrator(s). Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx CountyWilmington, Illinois Delaware, under the rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, arbitrator and the administrative costs fee of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitrationAmerican Arbitration Association.

Resolution of Conflicts; Arbitration. In case If the Sellers Stockholders'Agent shall deliver a Dispute Notice to the Escrow Agent within such 30-day period, BSQUARE shall so object have 30 days to respond in writing a written statement to -58- the objection of the Stockholders' Agent. If after such 30-day period there remains a dispute as to any claim or claims made in any Officer’s Certificateclaims, the Sellers Stockholders' Agent and MWXI BSQUARE shall attempt in good faith for 30 days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agent and BSQUARE 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. Such memorandum shall set forth the items that are required to be set forth in an Officer's Certificate in accordance with Section 4(b)(iii) above. The Escrow Agent shall be entitled to rely on any such memorandum and, provided such memorandum contains the required information, shall distribute the Escrow Cash or the Escrow Shares, as the case may be, from the Escrow Fund in accordance with the terms of the memorandum. If no such agreement can be reached after good faith negotiation, either MWXI BSQUARE or the Sellers Stockholders' Agent may 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 conducted by three arbitrators. MWXI Within 15 days after such written notice is sent, BSQUARE (on the one hand) and the Sellers Stockholders' Agent (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 decision of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer’s 's Certificate shall be binding and conclusive upon the parties to this Agreement, Escrow Agreement and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewithwith such decision. Judgment upon any award rendered by Such decision shall set forth the arbitrators may items that are required to be entered set forth in any court having jurisdiction. Any such arbitration shall be held an Officer's Certificate in Xxxx County, Illinois under the rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitrationaccordance with Section 4(b)(iii) above.

Resolution of Conflicts; Arbitration. (i) In case the Sellers Agent Shareholder Representative shall so object in writing to any claim or claims made in any Officer’s 's Certificate, the Sellers Agent Shareholder Representative and MWXI Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder 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 shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either MWXI Parent or the Sellers Agent Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss Loss is at issue in pending litigation 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 conducted by three arbitrators. MWXI one arbitrator mutually agreeable to Parent and the Sellers Agent Shareholder Representative. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, 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 judgement of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ ' fees and costs, to the extent as a competent court of competent law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s 's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent . Such decision shall be entitled to act in accordance with such decision written and make shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or withhold payments out of order awarded by the Escrow Fund in accordance therewitharbitrator(s). (iii) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx Santa Xxxxx County, Illinois California, under the rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, arbitrator and the administrative costs fee of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitration.American Arbitration Association. (i)

Resolution of Conflicts; Arbitration. In case the Sellers Agent Shareholder Representative shall so object in writing to any claim or claims made in any Officer’s Certificate's Certificate to recover Losses from the Escrow Fund within thirty (30) days after delivery of such Officer's Certificate to the Shareholder Representative, the Sellers Agent Shareholder Representative and MWXI Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both the Shareholder Representative and Parent and, in the case of a claim against the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute amounts from the Escrow Fund in accordance with the terms thereof. If no such agreement can be reached after good faith negotiation, either MWXI Parent or the Sellers Agent Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss 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 the Shareholder Representative and Parent agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by three arbitrators. MWXI one arbitrator mutually agreeable to Parent and the Sellers Agent Shareholder Representative. In the event that within forty-five (45) days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators arbitrator or arbitrators, as the case may be, shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties Shareholder Representative and Parent an opportunity, adequate in the sole judgment of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators arbitrator or a majority of the three arbitrators, as the case may be, 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 competent court of competent law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s 's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent . Such decision shall be entitled to act in accordance with such decision written and make shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or withhold payments out of order awarded by the Escrow Fund in accordance therewitharbitrator(s). Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx San Francisco County, Illinois California, under the rules then in effect of the American Arbitration Association. The non-prevailing party arbitrator(s) shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, arbitrator and the administrative costs fee of the American Arbitration Association (the "Arbitration Expenses"). The expenses that the Shareholder Representative incurs in the course of the arbitration pursuant to this Section 7.3(f) and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by Shareholder Representative's portion of the other party to Arbitration Expenses shall be deducted from any amounts held in the arbitrationEscrow Fund.

Resolution of Conflicts; Arbitration. (i) In case the Sellers Securityholder Agent shall so object in writing to any claim or claims made in any Officer’s 's Certificate, the Sellers Securityholder Agent and MWXI Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Securityholder Agent 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 shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiationnegotiation within ten (10) business days after the date the written objection of the Securityholder Agent is delivered to the Escrow Agent and Parent, either MWXI Parent or the Sellers Securityholder Agent may demand arbitration of the matter unless the amount of the 48 54 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 conducted by three arbitrators. MWXI Parent and the Sellers Securityholder Agent shall each select one neutral and independent arbitrator, and the two arbitrators so selected shall select a third neutral and independent arbitrator. The arbitrators 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 arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The 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 extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer’s 's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 4.2(e7.3(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx CountySanta Clarx Xxxnty, Illinois California under the rules then in effect of the American Arbitration Association. The non-prevailing party arbitrators shall determine how all expenses relating to an the arbitration shall pay its own expensesbe paid, including without limitation, the respective expenses of each party, the fees of each arbitrator, arbitrator and the administrative costs fee of the arbitration and the expenses, including without limitation, reasonable attorneys’ fees and costs, incurred by the other party to the arbitration.American Arbitration Association. (g)

Resolution of Conflicts; Arbitration. In case At the Sellers time of delivery of any Officer's Certificate to the Agent, and for a period of ten (10) days after such delivery, the Agent may object to the claim made in the Officer's Certificate in a written statement delivered to DSL. If the Agent shall so object in writing to any claim or claims made in any Officer’s Certificatethe claim, the Sellers Agent and MWXI DSL shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claimsclaim. If no such agreement can be reached after good faith negotiation, either MWXI DSL or the Sellers Agent may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third partymatter, 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 three arbitrators. MWXI DSL and the Sellers Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators 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 arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators so selected as to the validity and amount of any claim in such Officer’s 's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 4.2(e) hereof, the Escrow Agent DSL shall be entitled required to act in accordance with such decision and make or withhold payments out of the Escrow Fund Executives' Hold Back or the Executives' Offset Amount in accordance therewith. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Xxxx CountyNew Haven, Illinois Connecticut under the rules then in effect of the American Arbitration Association. In any arbitration hereunder in which any claims or the amount thereof stated in the Officer's Certificate is at issue, DSL shall be deemed to be the non-prevailing party in the event that the arbitrators award DSL one-half (1/2) or less of the disputed amount; otherwise, the Executives shall be deemed to be the non-prevailing party. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs fee of the arbitration American Arbitration Association, and the expenses, including without limitation, reasonable attorneys’ ' fees and costs, incurred by the other party to the arbitration.