Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. (a) Any claim or dispute arising out of or related to this Agreement, or the interpretation, making, performance, breach or termination thereof, shall (except as specifically set forth in this Agreement) be finally settled by binding arbitration in the County of Santa Clara, California in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute. (b) Such arbitration shall be conducted by a single arbitrator chosen by mutual agreement of Parent and the Stockholders Agent. Alternatively, at the request of either party before the commencement of arbitration, the arbitration shall be conducted by three independent arbitrators, none of whom shall have any competitive interests with the Parent or Stockholders Agent. Parent and Stockholders Agent shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator. (c) In any arbitration under this Section 10.6, each party shall be limited to calling a total of three witnesses both for purposes of deposition and the arbitration hearing. Subject to the foregoing limitation on the number of witnesses, 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 for discovery abuses, 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. (d) 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 shall be 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). 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. (e) The parties to the arbitration may apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and without abridgement of the powers of the arbitrator(s). (f) The parties agree that each party shall pay its own costs and expenses (including counsel fees) of any such arbitration, and each party waives its right to seek an order compelling the other party to pay its portion of its costs and expenses (including counsel fees) for any arbitration.

Resolution of Conflicts; Arbitration. (a) Any claim or dispute arising out of or related to If any claims arise under this Agreement, or the interpretationparties to this Agreement shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the parties should so agree, makinga memorandum setting forth such agreement shall be prepared and signed by all parties. (b) If no such agreement can be reached after good faith negotiation any party may request arbitration of the matter. If arbitration is requested, performance, breach or termination thereof, the parties shall (except as specifically submit the dispute to arbitration and the arbitration shall be governed by the procedures set forth below in this AgreementSection 12.3(c). (c) The parties shall jointly select an arbitrator. If the parties fail to agree upon a single arbitrator within thirty (30) days, an arbitrator shall be finally settled selected for them by binding arbitration in the County of Santa Clara, California in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The decision of the arbitrator so selected shall be binding and judgment conclusive upon the parties to the Agreement. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereofjurisdiction. The arbitrator(sAny such arbitration shall be held in San Diego County, California under the commercial rules then in effect of the American Arbitration Association (the "AAA"). There shall be limited discovery prior to the arbitration hearing as follows: (a) shall have exchange of witness lists and copies of documentary evidence and documents related to or arising out of the authority issues to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute. arbitrated, (b) Such arbitration depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrator upon a showing of good cause. Depositions shall be conducted by a single arbitrator chosen by mutual agreement of Parent and the Stockholders Agent. Alternatively, at the request of either party before the commencement of arbitration, the arbitration shall be conducted by three independent arbitrators, none of whom shall have any competitive interests in accordance with the Parent or Stockholders Agent. Parent and Stockholders Agent shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator. (c) In any arbitration under this Section 10.6, each party shall be limited to calling a total California Code of three witnesses both for purposes of deposition and the arbitration hearing. Subject to the foregoing limitation on the number of witnessesCivil Procedure, the arbitrator or arbitrators, as the case may be, shall set a limited time period and establish procedures designed be required to reduce the cost and time for discovery while allowing provide in writing to the parties an opportunitythe basis for the award or order of such arbitrator, adequate in and a court reporter shall record all hearings, with such record constituting the sole judgment official transcript of such proceedings. Any order or award of the arbitrator or majority in accordance with the foregoing shall be final, binding and conclusive. Each party to an arbitration shall pay its own expenses, and the parties to an arbitration shall evenly split the fees of the three arbitratorsarbitrator, as the case may be, to discover relevant information from the opposing parties about the subject matter administrative fee 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 for discovery abuses, 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 justificationAmerican Arbitration Association. (d) 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 shall be final, binding, and conclusive upon If the parties do not agree to this Agreement. Such decision shall be written resolve their disputes pursuant to Section 12.3(a) hereof and shall be supported by written findings of fact and conclusions which shall set forth do not submit the awarddispute to binding arbitration pursuant to Section 12.3(b) hereof, judgment, decree or order awarded by then the arbitrator(s). Within 30 days of a decision of the arbitrator(s) requiring payment by one party parties may pursue any legal remedies available to another, such party shall make the payment to such other partyit, including any distributions out of the Escrow Fund, as applicablewithout limitation injunctive relief. (e) The parties to the arbitration may apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and without abridgement of the powers of the arbitrator(s). (f) The parties agree that each party shall pay its own costs and expenses (including counsel fees) of any such arbitration, and each party waives its right to seek an order compelling the other party to pay its portion of its costs and expenses (including counsel fees) for any arbitration.

Resolution of Conflicts; Arbitration. (a) Any In case the Securityholder Agents shall object in writing to any claim or dispute arising out claims made in any Officer's Certificate, the Securityholder Agents and Parent shall attempt in good faith to agree upon the rights of or related the respective parties with respect to this Agreementeach of such claims. If the Securityholder Agents and Parent should so agree, or a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the interpretation, making, performance, breach or termination thereof, Escrow Agent. The Escrow Agent shall (except as specifically set forth in this Agreement) be finally settled by binding arbitration in entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the County of Santa Clara, California Escrow Fund in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction terms thereof. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute. (b) Such 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 Agents, either Parent or the Securityholder Agents 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 conducted by a single arbitrator chosen by mutual agreement of held in Santa Xxxxx County, California under the American Arbitration Association Commercial Arbitration Rules then in effect. Parent and the Stockholders Agent. Alternatively, at the request of either party before the commencement of arbitration, the arbitration shall be conducted by three independent arbitrators, none of whom shall have any competitive interests with the Parent or Stockholders Agent. Parent and Stockholders Agent Securityholder Agents shall each select one arbitrator. The , and the two arbitrators so selected shall select a third arbitrator. (c) In any arbitration under this Section 10.6, each party 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 calling a total of three witnesses both for purposes of deposition 60 days and the arbitration hearing. Subject limited to the foregoing limitation on the number of witnesses, 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, arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions for discovery abusessanctions, including attorneys’ 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. (d) . The decision of the arbitrator or a majority of the three arbitrators, as the case may be, arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be final, binding, binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 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. 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). 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 applicablearbitrators. (ec) The parties to Judgment upon any award rendered by the arbitration arbitrators may apply to a be entered in any court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach having jurisdiction. For purposes of this Section 8, in any arbitration provision and without abridgement 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 in the event that the arbitrators award Parent the sum of one- half ( 1/2) or less of the powers disputed amount plus any amounts not in dispute; otherwise, the shareholders of the arbitrator(s). (f) The parties agree that each Company as represented by the Securityholder Agents shall be deemed to be the Non-Prevailing Party. Each party to an arbitration shall pay its own expenses and one half of (i) the fees of each arbitrator and (ii) the administrative costs and expenses (including counsel fees) of any such arbitration, and each party waives its right to seek an order compelling the other party to pay its portion of its costs and expenses (including counsel fees) for any arbitration.

Resolution of Conflicts; Arbitration. (a) Any claim or dispute arising out of or related to this Agreement, or the interpretation, making, performance, breach or termination thereof, shall (except as specifically set forth in this Agreement) be finally settled by binding arbitration in the County of Santa Clara, California in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute. (b) Such arbitration shall be conducted by a single arbitrator chosen by mutual agreement of Parent and the Stockholders AgentStockholder Representative. Alternatively, at the request of either party before the commencement of arbitration, the arbitration shall be conducted by three independent arbitrators, none of whom shall have any competitive interests with the Parent or Stockholders Agentthe Stockholder Representative. Parent and Stockholders Agent the Stockholder Representative shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator. (c) In any arbitration under this Section 10.64.5, each party shall be limited to calling a total of three witnesses both for purposes of deposition and the arbitration hearing. Subject to the foregoing limitation on the number of witnesses, 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 for discovery abuses, 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. (d) 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 shall be 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). 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. (e) The parties to the arbitration may apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and without abridgement of the powers of the arbitrator(s). (f) The parties agree that each party shall pay its own costs and expenses (including counsel fees) of any such arbitration, and each party waives its right to seek an order compelling the other party to pay its portion of its costs and expenses (including counsel fees) for any arbitration.

Resolution of Conflicts; Arbitration. (a) Any claim or dispute arising out of or related to this Agreement, or the interpretation, making, performance, breach or termination thereof, shall (except as specifically set forth in this Agreement) be finally settled by binding arbitration in the County of Santa Clara, California in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute. (b) Such arbitration shall be conducted by a single arbitrator chosen by mutual agreement of Parent the Company and the Stockholders Agent. Alternatively, at the request of either party before the commencement of arbitration, the arbitration shall be conducted by three independent arbitrators, none of whom shall have any competitive interests with the Parent Company or the Stockholders Agent. Parent The Company and the Stockholders Agent shall each select one arbitrator. The two arbitrators so selected shall select a third arbitrator. (c) In any arbitration under this Section 10.64.5, each party shall be limited to calling a total of three witnesses both for purposes of deposition and the arbitration hearing. Subject to the foregoing limitation on the number of witnesses, 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 for discovery abuses, 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. (d) 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 shall be 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). 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. (e) The parties to the arbitration may apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and without abridgement of the powers of the arbitrator(s). (f) The parties agree that each party shall pay its own costs and expenses (including counsel fees) of any such arbitration, and each party waives its right to seek an order compelling the other party to pay its portion of its costs and expenses (including counsel fees) for any arbitration.