Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. (a) In case the Shareholders' Agent shall so object in writing to any claim or claims by Parent made in any Officer's Certificate, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claims, the Shareholders' Agent and Parent shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' 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 shall distribute the Parent Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either Parent or the Shareholders' Agent 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 one arbitrator. 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, and notwithstanding anything in Section 8.5 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. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx, San Mateo or San Francisco County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund 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 fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case the Shareholders' Agent Parent shall so properly object in writing to any claim or claims by Parent made in any Officer's Certificate, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claimsIndemnification Notice, the Shareholders' Agent Parent and Parent Buyer shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' 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 shall distribute the Parent Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation within twenty-one (21) days, either Parent Buyer or the Shareholders' Agent Parent may, by written notice to the otherother (the "Demand"), 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 or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. The parties agree that such arbitration shall be submitted to the Judicial Arbitration and Mediation Services, Inc./Endispute ("JAMS/Endispute") in San Jose, California, and shall be final, binding and nonappealable. The arbitration will be conducted in accordance with the provisions of the Comprehensive Arbitration Rules and Procedures of JAMS/Endispute in effect at the time of filing of the Demand, except as specifically set forth herein. The parties covenant that they shall participate in the arbitration in good faith, and that they shall share equally in its costs. Buyer and the Parent shall each select one arbitratorarbitrator within fifteen (15) business days following the Demand, and the two arbitrators so selected shall select a third arbitrator within fifteen (15) business days thereafter, each of which arbitrators shall be independent. In the event that either Buyer or the Parent fails to appoint an arbitrator within the period prescribed, or such appointed arbitrators fail to appoint the third arbitrator within the period prescribed, any such arbitrators that have not been so appointed shall be appointed by JAMS/Endispute following written request of either Buyer or the Parent. The arbitrators shall set a limited time period (not to exceed ninety (90) days) 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 competent court of 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. Each party shall submit to the arbitrators and exchange with each other in advance of the hearing their last best offers regarding resolution of the dispute. The arbitrators shall be limited to awarding only one or the other of the two offers submitted and may not choose any other figure or compromise. The decision of a majority of the arbitrator three arbitrators as to the validity and amount of any claim in such Officer's Certificate Indemnification Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 8.5 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. (c) 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 Santa Xxxxx, San Mateo or San Francisco County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund 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 fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitrationarbitrators.

Resolution of Conflicts; Arbitration. (a) In case a. The Claiming Party shall deliver a written response to the Shareholders' Agent shall so object Shareholder Representatives in writing to respect of any claim or claims by Parent made in any Officer's Certificate, Parent shall have ten (10) days after receipt Objection properly delivered by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' AgentShareholder Representatives. If after twenty (20) days following delivery of such ten (10) day period response there remains a dispute as to any claims, the Shareholders' Agent Shareholder Representatives and Parent the Claiming Party shall attempt in good faith for ten sixty (1060) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent Shareholder Representatives and Parent the Claiming Party 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 shall distribute the Parent Common Stock or other property property, if any, from the Escrow Indemnity Fund in accordance with the terms thereof. (b) b. If no such agreement can be reached after good faith negotiation, either Parent the Claiming Party or the Shareholders' Agent Shareholder 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. Within fifteen (15) days after such written notice is sent, Parent and the Shareholder Representatives shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrator 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 8.5 hereof6, the Escrow 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. (c) c. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx, San Mateo or San Francisco CountyFrancisco, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the NonThe non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case the Shareholders' Agent Seller shall so object in writing to any claim or claims by Parent made in any Officer's Certificate, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claims, the Shareholders' Agent Seller and Parent Purchaser shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claimsclaims within 45 days after Escrow Agent's receipt of Seller's written objection to the claim pursuant to Section 11.6(b) (the "Negotiation Period"). ------------------ If the Shareholders' Agent Seller and Parent Purchaser should so agreeagree during the Negotiation Period, 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 shall distribute the Parent Common Stock or other property Escrow Consideration and any interest from the Escrow Fund in accordance with the terms thereof. (bii) If no such agreement can be has been reached after good faith negotiationby the end of the Negotiation Period, either Parent Purchaser or the Shareholders' Agent may, by written notice to the other, Seller 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 one a single arbitrator, selected by mutual agreement of the parties or otherwise in accordance with the then prevailing rules of the American Arbitration Association as adopted by the State of California. The arbitration shall be conducted in the City of San Jose, California. The written 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, and notwithstanding anything in Section 8.5 11.6(c) 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. . The arbitrator shall award reimbursement to the prevailing party in the arbitration of its reasonable expenses of the arbitration (c) Judgment upon any including costs and reasonable attorneys' fees). The award rendered by of the arbitrators may arbitrator shall be entered the sole and exclusive monetary remedy of the parties and shall be enforceable in any court having of competent jurisdiction. Any such arbitration Notwithstanding the foregoing, any party shall be held in Santa Xxxxx, San Mateo entitled to seek injunctive relief or San Francisco County, California under the commercial rules then in effect other equitable remedies from any court of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund 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 fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitrationcompetent jurisdiction.

Resolution of Conflicts; Arbitration. (ai) In case the Shareholders' Agent shall so object in writing to Shareholder Representative or any claim or claims by Parent made in any Officer's Certificate, Parent shall have ten Company Securityholder (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claimsapplicable, the Shareholders' Agent "Objecting Party”) delivers an Objection Notice in accordance with Section 7.4(h) hereof (other than in connection with Agreed-Upon Losses as defined in Section 7.4(i)(v) hereof, for which the Shareholder Representative has waived the right to object), the Objecting Party and Parent shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent Objecting Party and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and 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 shall distribute the Parent Common Stock or other property make distributions from the Escrow Fund in accordance with the terms thereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) days after delivery of an Objection Notice, either Parent or the Shareholders' Agent may, by written notice to the other, Objecting Party may demand arbitration of the matter unless the amount of the damage or loss Loss that is at issue in is the subject of a pending litigation with 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 one arbitrator mutually agreeable to Parent and the Objecting Party. In the event that, within thirty (30) days after submission of any dispute to arbitration, Parent and the Objecting Party cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such thirty (30) day period, Parent and the Objecting Party shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator. If the Objecting Party fails to select an arbitrator during this fifteen (15) day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by Parent. (iii) Any such arbitration shall be held in Santa Cxxxx County, California, under the Arbitration Rules and Procedures of JAMS/Endispute (“JAMS”). The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of each arbitrator and the administrative fee of JAMS. The 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 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 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, as the case may be, as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding final, binding, and conclusive upon the parties to this AgreementAgreement and the Securityholders. 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 arbitrator(s), and notwithstanding anything in Section 8.5 hereof, the Escrow Agent shall be entitled to act in accordance with such decision rely on, and make or withhold payments out of distributions from the Escrow Fund in accordance therewithwith, the terms of such award, judgment, decree or order as applicable. Within 30 days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the payment to such other party, including any distributions out of the Escrow Fund, as applicable. (civ) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such Except as set forth in Section 7.4(i)(v) hereof, the forgoing arbitration provision shall be held in Santa Xxxxxapply to any dispute among the Securityholders or any Indemnifying Party and the Indemnified Parties under this Article VII hereof, San Mateo or San Francisco County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed whether relating to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in claims upon the Escrow Fund or to the other indemnification obligations set forth in this Article VII. (v) This Section 7.4(i) shall not apply to claims against the Escrow Fund made in respect of (A) any Dissenting Share Payments, (B) the Excess Third Party Expenses Indemnification Amount, if any, and (C) any Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of Section 7.4(k) hereof (each of (A), (B), (C) and (D), an “Agreed-Upon Loss”). Claims against the Escrow Fund made in respect of any Agreed-Upon Loss shall be deemed to be resolved in the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitrationmanner described in Section 7.4(h) hereof.

Resolution of Conflicts; Arbitration. (ai) In case If the Shareholders' Agent Spokesperson shall so object in writing to the indemnity of the STG Indemnitees in respect of any claim or claims by Parent made in any Officer's Certificate, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claims, the Shareholders' Agent Spokesperson and Parent STG shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent Spokesperson and Parent STG 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 shall distribute the Parent STG Common Stock or other property from the EarnOut Escrow Fund in accordance with the terms thereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation within sixty (60) days after objection by either the Spokesperson or STG, either Parent STG or the Shareholders' Agent may, by written notice to the other, Spokesperson 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. STG and the Spokesperson shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrator arbitrators so selected as to the validity and amount of any claim in such Officer's Certificate or by the Selling Shareholders shall be final and binding and conclusive upon the parties to this Agreement, and and, notwithstanding anything in Section 8.5 7(d) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Earn-Out Escrow Fund in accordance therewith, if applicable. (ciii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx, the City of San Mateo or San Francisco CountyJose, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent A claimant shall be deemed to be the Nonnon-Prevailing Party unless prevailing party in the event that the arbitrators award Parent more such claimant less than one-half (1/2) of the amount in dispute, plus any amounts not in disputeclaimed by it; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund other party shall be deemed to be the Nonnon-Prevailing Partyprevailing party. The Nonnon-Prevailing Party prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, reasonable attorneys' fees and costs, reasonably costs incurred by the other party to the arbitrationarbitration as well as the amount of any Indemnifiable Damages awarded and in addition interest thereon from the date of actual loss or expenditure until the date paid at ten percent (10%) per annum, or at the maximum rate permitted by applicable law if less than ten percent (10%) per annum. In addition, if STG is the non-prevailing party, it will pay for the reasonable travel and lodging expenses of the Selling Shareholders.

Resolution of Conflicts; Arbitration. (ai) In case the Shareholders' Agent Stockholder Representative shall so object in writing to any claim or claims by Parent made in any Officer's Certificate’s Certificate to recover Losses from the Escrow Account, Parent shall have ten or from the Company Indemnifying Parties directly, within thirty (1030) days after receipt by the Escrow Agent delivery of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claimsOfficer’s Certificate, the Shareholders' Agent Stockholder Representative and Parent shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and and, in the case of a claim against the Escrow Account, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock or other property cash from the Escrow Fund Account in accordance with the terms thereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to sixty (60) days after delivery of an Officer’s Certificate, either Parent or the Shareholders' Agent may, by written notice to the other, Stockholder 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 agree to arbitration; , and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Parent and the Stockholder Representative. In the event that, within thirty (30) days after submission of any dispute to arbitration, Parent and the Stockholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such thirty (30) day period, Parent and the Stockholder Representative shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator. If either party fails to select an arbitrator during this fifteen (15) day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by the other party. (iii) Any such arbitration shall be held in San Francisco County, California, under the rules then in effect of the American Arbitration Association. The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association. The 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 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 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, as the case may be, as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding final, binding, and conclusive upon the parties to this Agreement, Agreement and notwithstanding anything in Section 8.5 hereof, the Escrow Agent Company Indemnifying Parties. Such decision shall be entitled to act in accordance with such 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 arbitrator(s). Within thirty (30) days of a decision and make or withhold payments out of the Escrow Fund in accordance therewitharbitrator(s) requiring payment by one party to another, such party shall make the payment to such other party. (civ) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any such The forgoing arbitration provision shall be held in Santa Xxxxxapply to any dispute between the Company Indemnifying Parties and the Indemnified Party under this Article VIII, San Mateo or San Francisco County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed whether relating to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in claims upon the Escrow Fund shall be deemed Account or 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 fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitrationindemnification obligations set forth in this Article VIII.

Resolution of Conflicts; Arbitration. (a) In case If the Shareholders' Agent Spokesperson shall so object in writing to the indemnity of the eGain Indemnitees in respect of any claim or claims by Parent made in any Officer's Certificate, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claims, the Shareholders' Agent Spokesperson and Parent eGain shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent Spokesperson and Parent eGain 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 shall distribute the Parent Common Stock eGain Units or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation within sixty (60) days after objection by either the Spokesperson or eGain, either Parent eGain or the Shareholders' Agent may, by written notice to the other, Spokesperson 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. eGain and the Spokesperson shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrator arbitrators so selected as to the validity and amount of any claim in such Officer's Certificate or by Sitebridge and the Selling Stockholders shall be final and binding and conclusive upon the parties to this Agreement, and and, notwithstanding anything in Section 8.5 8.6 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, if applicable. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx, the City of San Mateo or San Francisco CountyJose, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent A claimant shall be deemed to be the Nonnon-Prevailing Party unless prevailing party in the event that the arbitrators award Parent more such claimant less than one-half (1/2) of the amount in dispute, plus any amounts not in disputeclaimed by it; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund other party shall be deemed to be the Non-Prevailing Partynon- prevailing party. The Nonnon-Prevailing Party prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, reasonable attorneys' fees and costs, reasonably costs incurred by the other party to the arbitrationarbitration as well as the amount of any Indemnifiable Damages awarded and in addition interest thereon from the date of actual loss or expenditure until the date paid at ten percent (10%) per annum, or at the maximum rate permitted by applicable law if less than ten percent (10%) per annum .

Resolution of Conflicts; Arbitration. (ai) In case the Shareholders' Securityholder Agent shall so object in writing to any claim or claims by Parent made in any Officer's ’s Certificate, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claims, the Shareholders' Securityholder Agent and Parent shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' 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 shall distribute the shares of Parent Common Stock or other property and cash, if applicable, from the Escrow Fund in accordance with the terms thereof. (bii) If no such agreement can be reached after good faith negotiation, and in any event not later than sixty (60) days after receipt of the written objection of the Securityholder Agent, either Parent or the Shareholders' Securityholder Agent may, by written notice to 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 agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Any such arbitration shall be held in Santa Cxxxx County, California if the demand for arbitration is made by the Securityholder Agent, and in San Diego County, California if the demand for arbitration is made by the Parent. Such arbitration shall be held under the American Arbitration Association Commercial Arbitration Rules then in effect. Parent and the Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent, meaning that they may not be current or former employees or consultants or the Parent, Merger Sub, Company or Surviving Corporation. The arbitrators must disclose any circumstances likely to affect their independence pursuant to Rule 19 of the American Arbitration Association Commercial Arbitration Rules. The period of discovery shall be limited to 60 days and limited to 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 arbitrator 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 8.5 8.2(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. 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. (ciii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx, San Mateo or San Francisco County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.6(c8.2(f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's ’s Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless in the event that the arbitrators award Parent more than the sum of one-half (( 1/2) or less of the disputed amount in dispute, plus any amounts not in dispute; otherwise, the shareholders of the Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in as represented by the Escrow Fund Securityholder Agent shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party Each party to an arbitration shall pay its own expenses, expenses and one half of (i) the fees of each arbitrator, arbitrator and (ii) the administrative fee costs of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case the Shareholders' Agent shall so object Stockholder delivers an Objection Notice in writing to any claim or claims by Parent made in any Officer's Certificateaccordance with Section 8.4(e) hereof, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claims, the Shareholders' Agent Stockholder and Parent shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent Stockholder and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and 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 shall distribute the Parent Common Stock or other property make distributions from the Escrow Fund in accordance with the terms thereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) days after delivery of an Objection Notice, either Parent or the Shareholders' Agent may, by written notice to the other, Stockholder may demand arbitration of the matter unless the amount of the damage or loss Loss that is at issue in is the subject of a 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 one arbitrator mutually agreeable to Parent and Stockholder. In the event that, within thirty (30) days after submission of any dispute to arbitration, Parent and Stockholder cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such thirty (30) day period, Parent and Stockholder shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator. If Stockholder fails to select an arbitrator during this fifteen (15) day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by Parent. (iii) Any such arbitration shall be held in San Francisco County, California, under the Arbitration Rules and Procedures of JAMS/Endispute (“JAMS”). The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of each arbitrator and the administrative fee of JAMS. The 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 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 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, as the case may be, as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding final, binding, and conclusive upon the parties to this Agreement. 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 arbitrator(s), and notwithstanding anything in Section 8.5 hereof, the Escrow Agent shall be entitled to act in accordance with such decision rely on, and make or withhold payments out of distributions from the Escrow Fund in accordance therewithwith, the terms of such award, judgment, decree or order as applicable. Within 30 days of a decision of the arbitrator(s) requiring payment by one party to another, such party shall make the payment to such other party, including any distributions out of the Escrow Fund, as applicable. (civ) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any Except as set forth in Section 8.4(g) hereof, the forgoing arbitration provision shall apply to any dispute among Stockholder or any Indemnifying Party and the Indemnified Parties under this ARTICLE VIII hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in this ARTICLE VIII. (v) Nothing contained in this Section 8.4 shall prevent any party hereto from resorting to judicial process if injunctive or other equitable relief from a court is necessary to prevent injury to such party or its Affiliates. The use of arbitration shall procedures will not be held in Santa Xxxxx, San Mateo or San Francisco County, California construed under the commercial rules then in effect doctrine of laches, waiver or estoppel to affect adversely the American Arbitration Association. For purposes rights of this Section 8.6(c), in any arbitration hereunder in which party hereto to assert any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund 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 fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitrationdefense.

Resolution of Conflicts; Arbitration. (a) In case the ShareholdersStockholders' Agent shall so object in writing to any claim or claims by Parent Acquiror made in any Officer's Certificate, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claims, the ShareholdersStockholders' Agent and Parent Acquiror shall attempt in good faith for ten sixty (1060) days from the date of receipt of the Objection Notice to agree upon the rights of the respective parties with respect to each of such claims. If the ShareholdersStockholders' Agent and Parent Acquiror 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 shall distribute the Parent Acquiror Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either Parent Acquiror or the ShareholdersStockholders' Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss Damage 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. Within fifteen (15) days after such written notice is sent, Acquiror and the Stockholders' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrator 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 8.5 8.6 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. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx, Clarx xx San Mateo or San Francisco County, California under the commercial rules then in effect of the American Arbitration Association. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents related to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrator upon a showing of good cause. The arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Any order or award of the arbitrator in accordance with the foregoing shall be final, binding and conclusive as to the parties to this Article VIII. For purposes of this Section 8.6(c)8.8, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent Acquiror shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent Acquiror more than onetwo-half thirds (1/22/3) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders the Target Stockholders for whom shares of Company Acquiror Common Stock otherwise issuable to them have been deposited in the Escrow Fund 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 fee of the American Arbitration Association, and 50 57 the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (a) In case the Shareholders' Agent shall so object in writing to any claim or claims by Parent made in any Officer's Certificate, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten thirty (1030) day period there remains a dispute as to any claims, the Shareholders' Agent Stockholders Representative and Parent Acquiror shall attempt in good faith for ten thirty (1030) days thereafter to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent Stockholders Representative and Parent Acquiror 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 shall distribute the Parent Common Stock or other property withhold funds from the Escrow Fund in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiationnegotiation after expiration of the second 30-day period provided above, either Parent Acquiror or the Shareholders' Agent Stockholders Representative 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 one arbitrator(1) arbitrator selected by the American Arbitration Association. The decision of the arbitrator 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 this Section 8.5 hereof9.8, 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. (c) Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa XxxxxSan Diego, San Mateo or San Francisco CountyCalifornia, California under the complex commercial rules then in effect of the American Arbitration Association. For purposes of the last sentence of this Section 8.6(c9.8(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's ’s Certificate is at issue, Parent Acquiror shall be deemed to be the "Non-Prevailing Party Party” unless the arbitrators award Parent Acquiror more than onethree-half fifths (1/23/5) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund Stockholders Representative shall be deemed to be the “Non-Prevailing Party” (with the following payments to be made from the Escrow). The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' ’ fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case the Shareholders' Securityholder Agent shall so object timely in writing to any claim or claims by Parent made in any Officer's Certificate’s Certificate as not being a claim that is properly an Indemnified Claim, Parent shall have ten (10) days after receipt by the Escrow Buyer and Securityholder Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claims, the Shareholders' Agent and Parent shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claimsclaims for a period of 30 days after Escrow Agent’s receipt of Seller’s written objection to the claim pursuant to Section 3(c) (the “Negotiation Period”). If the Shareholders' Buyer and Securityholder Agent and Parent should so agreeagree during the Negotiation Period, 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 shall distribute the Parent Common Stock or other property Exchange Shares from the Escrow Fund in accordance with the terms thereof. (bii) If no such agreement can be has been reached after good faith negotiationby the end of the Negotiation Period, either Parent Buyer or the Shareholders' Securityholder Agent may, by written notice to the other, may demand arbitration of the matter unless the amount of the damage or loss Losses 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 one a single arbitrator, selected by mutual agreement of the parties or otherwise in accordance with the then prevailing rules of the American Arbitration Association as adopted by the State of California. The arbitration shall be conducted in the City of San Jose, California. The written decision of the 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 8.5 3(c) 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. . The arbitrator shall award reimbursement to the prevailing party in the arbitration of its reasonable expenses of the arbitration (c) Judgment upon any including costs and reasonable attorneys’ fees). The award rendered by of the arbitrators may arbitrator shall be entered the sole and exclusive monetary remedy of the parties and shall be enforceable in any court having of competent jurisdiction. Any such arbitration Notwithstanding the foregoing, any party shall be held in Santa Xxxxx, San Mateo entitled to seek injunctive relief or San Francisco County, California under the commercial rules then in effect other equitable remedies from any court of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund 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 fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitrationcompetent jurisdiction.

Resolution of Conflicts; Arbitration. (a) In case the Shareholders' Agent shall so object in writing to any claim or claims by Parent made in any Officer's Certificate, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claims, the Shareholders' Agent and Parent shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' 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 shall distribute the Parent Common Stock or other property from the Escrow Fund Funds in accordance with the terms thereof. (b) If no such agreement can be reached after good faith negotiation, either Parent or the Shareholders' Agent 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 one arbitrator. 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, and notwithstanding anything in Section 8.5 hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund Funds in accordance therewith. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx, San Mateo or San Francisco County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, the Company shareholders for whom shares of Company Parent Common Stock otherwise issuable to them have been deposited in the Escrow Fund Funds 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 fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case the Shareholders' Agent shall so object Shareholder Representative delivers an Objection Notice in writing accordance with Section 7.4(e) hereof (other than in connection with Agreed-Upon Losses as defined in Section 7.4(f)(v) hereof, for which the Shareholder Representative has waived the right to any claim or claims by Parent made in any Officer's Certificate, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claimsobject), the Shareholders' Agent Shareholder Representative and Parent shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and and, in the case of a claim against the Total Holdback Amount, shall be furnished to Parent and the Escrow AgentShareholder Representative. The Escrow Agent Parent shall be entitled to rely on any such memorandum and shall distribute the Parent Common Stock or other property make deductions from the Escrow Fund Total Holdback Amount in accordance with the terms thereof. (bii) If no such agreement can be reached after good faith negotiationnegotiation and prior to thirty (30) days after delivery of an Objection Notice, either Parent or the Shareholders' Agent may, by written notice to the other, Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss Loss that is at issue in is the subject of a 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 one arbitrator mutually agreeable to Parent and the Shareholder Representative. In the event that, within thirty (30) days after submission of any dispute to arbitration, Parent and the Shareholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such thirty (30) day period, Parent and the Shareholder Representative shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator. If the Shareholder Representative fails to select an arbitrator during this fifteen (15) day period, then the parties agree that the arbitration will be conducted by one arbitrator selected by Parent. (iii) Any such arbitration shall be held in Santa Cxxxx County, California, under the rules then in effect of the American Arbitration Association. The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association. The 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 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 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, as the case may be, as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding final, binding, and conclusive upon the parties to this AgreementAgreement and the Shareholders. 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 arbitrator(s), and notwithstanding anything in Section 8.5 hereof, the Escrow Agent Parent shall be entitled to act rely on, and make deductions from the Total Holdback Amount in accordance with with, the terms of such award, judgment, decree or order as applicable. Within 30 days of a decision and make or withhold payments out of the Escrow Fund in accordance therewitharbitrator(s) requiring payment by one party to another, such party shall make the payment to such other party, including any deduction from the Total Holdback Amount, as applicable. (civ) Judgment upon any award rendered by the arbitrators arbitrator(s) may be entered in any court having jurisdiction. Any Except as set forth in Section 7.4(f)(v) hereof, the forgoing arbitration provision shall apply to any dispute among the Shareholders or any Indemnifying Party and the Indemnified Parties under this Article VII hereof, whether relating to claims upon the Total Holdback Amount or to the other indemnification obligations set forth in this Article VII (other than with respect to claims for indemnification outside of the Total Holdback Amount pursued directly against any Shareholder or any other Person as permitted by this Article VII). (v) This Section 7.4(f) shall not apply to claims against the Total Holdback Amount made in respect of (A) any Dissenting Share Payments to the extent that such arbitration Dissenting Share Payments exceed the consideration that such dissenting Shareholders would have received in the Merger has no Dissenting Share Payment been made, and (B) any Final Assumed Liability Adjustment (each of (A) and (B), an “Agreed-Upon Loss”). Claims against the Total Holdback Amount made in respect of any Agreed-Upon Loss shall be held in Santa Xxxxx, San Mateo or San Francisco County, California under the commercial rules then in effect of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated resolved in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2manner described in Section 7.4(d) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund 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 fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitrationhereof.

Resolution of Conflicts; Arbitration. (ai) In case the Shareholders' Agent Seller shall so object in writing to any claim or claims by Parent made in any Officer's Certificate, Parent shall have ten (10) days after receipt by the Escrow Agent of an objection by the Shareholders' Agent to respond in a written statement to the objection of the Shareholders' Agent. If after such ten (10) day period there remains a dispute as to any claims, the Shareholders' Agent Seller and Parent Purchaser shall attempt in good faith for ten (10) days to agree upon the rights of the respective parties with respect to each of such claimsclaims within 45 days after Escrow Agent's receipt of Seller's written objection to the claim pursuant to Section 11.6(b) (the "Negotiation Period"). If the Shareholders' Agent Seller and Parent Purchaser should so agreeagree during the Negotiation Period, 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 shall distribute the Parent Common Stock or other property Escrow Consideration and any interest from the Escrow Fund in accordance with the terms thereof. (bii) If no such agreement can be has been reached after good faith negotiationby the end of the Negotiation Period, either Parent Purchaser or the Shareholders' Agent may, by written notice to the other, Seller 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 one a single arbitrator, selected by mutual agreement of the parties or otherwise in accordance with the then prevailing rules of the American Arbitration Association as adopted by the State of California. The arbitration shall be conducted in the City of San Jose, California. The written 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, and notwithstanding anything in Section 8.5 11.6(c) 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. . The arbitrator shall award reimbursement to the prevailing party in the arbitration of its reasonable expenses of the arbitration (c) Judgment upon any including costs and reasonable attorneys' fees). The award rendered by of the arbitrators may arbitrator shall be entered the sole and exclusive monetary remedy of the parties and shall be enforceable in any court having of competent jurisdiction. Any such arbitration Notwithstanding the foregoing, any party shall be held in Santa Xxxxx, San Mateo entitled to seek injunctive relief or San Francisco County, California under the commercial rules then in effect other equitable remedies from any court of the American Arbitration Association. For purposes of this Section 8.6(c), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party unless the arbitrators award Parent more than one-half (1/2) of the amount in dispute, plus any amounts not in dispute; otherwise, Company shareholders for whom shares of Company Common Stock otherwise issuable to them have been deposited in the Escrow Fund 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 fee of the American Arbitration Association, and the expenses, including without limitation, attorneys' fees and costs, reasonably incurred by the other party to the arbitrationcompetent jurisdiction.