Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. (i) In case either Stable Gain or UTStarcom shall so object in writing to any claim or claims made in any Certificate, Stable Gain and UTStarcom shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If Stable Gain and UTStarcom should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute amounts from the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either UTStarcom or Stable Gain 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 binding arbitration in accordance with the American Arbitration Association. The decision of the arbitrator(s) as to the validity and amount of any claim in such Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 8.2(f) 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).

Resolution of Conflicts; Arbitration. (i) In case either Stable Gain Seller or UTStarcom Buyer, as applicable, shall so object in writing to any claim or claims made in any Officer's Certificate, Stable Gain Seller and UTStarcom Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claimsclaims within 45 days after Buyer's or Seller's receipt of the other party's written objection to the claim pursuant to Section 10 (the "Negotiation Period"). If Stable Gain Seller and UTStarcom Buyer should so agreeagree during the Negotiation Period, a memorandum setting forth such agreement shall be prepared and signed by both parties and funds shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute amounts from the Escrow Fund distributed in accordance with the terms thereof. (ii) If no such agreement can be has been reached after good faith negotiationby the end of the Negotiation Period, either UTStarcom Buyer or Stable Gain 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 binding arbitration; . The binding arbitration shall be conducted in King County, Washington if brought by Seller and in either such event the matter shall be settled Dallas County, Texas if brought by binding arbitration Buyer, in accordance with the then-current Commercial Arbitration Rules of the American Arbitration AssociationAssociation by one arbitrator appointed in accordance with said rules. The Arbitrator shall apply Washington law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. The written decision of the arbitrator(s) 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 8.2(f) 10 hereof, the Escrow Agent parties 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 The arbitrator shall award reimbursement to the prevailing party in the arbitration of its reasonable expenses of the arbitration (including costs and reasonable attorneys' fees). The award of the arbitrator shall be written the sole and exclusive monetary remedy of the parties and shall be supported by written findings enforceable in any court of fact and conclusions which competent jurisdiction. Notwithstanding the foregoing, any party shall set forth the award, judgment, decree be entitled to seek injunctive relief or order awarded by the arbitrator(s)other equitable remedies from any court of competent jurisdiction.

Resolution of Conflicts; Arbitration. (i) In case either Stable Gain or UTStarcom shall so object the Stockholder Representative timely delivers an Objection Notice in writing to any claim or claims made in any Certificateaccordance with Section 7.3(b)(i), Stable Gain the Stockholder Representative and UTStarcom Parent shall attempt in good faith for 30 days after delivery of such Objection Notice (the “Negotiation Period”) to agree upon the rights of the respective parties with respect to each of such claims. If Stable Gain the Stockholder Representative (or the objecting Indemnifying Parties) and UTStarcom should so agreeParent reach an agreement, 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 claims covered by such memorandum and distribute amounts from the Escrow Fund in accordance with the terms thereofan agreement, “Settled Claims”). (ii) If no such agreement can be reached after good faith negotiationnegotiation during the Negotiation Period, either UTStarcom Parent or Stable Gain the Stockholder 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 finally settled by binding arbitration in the County of San Mateo, California in accordance with the then current Commercial Arbitration Rules of the American Arbitration AssociationAssociation 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. (iii) Arbitration under Section 7.3(c)(ii) shall apply to any dispute among the Indemnifying Parties and the Indemnified Parties under this Article VII. (iv) The decision of the arbitrator(s) 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 Certificate shall be binding final, binding, and conclusive upon the parties to this Agreement, Agreement and notwithstanding anything in Section 8.2(f) 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 therewithIndemnifying Parties. 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). Claims determined by arbitration as provided in this Section 7.3(c) are referred to as “Resolved Claims.” 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.

Resolution of Conflicts; Arbitration. (i) In case either Stable Gain or UTStarcom the Shareholders’ Representative shall so object in writing to any claim or claims made in any Officer’s Certificate, Stable Gain the Shareholders’ Representative and UTStarcom Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If Stable Gain the Shareholders’ Representative and UTStarcom Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute amounts cash from the Indemnification Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation, either UTStarcom Purchaser or Stable Gain the Shareholders’ Representative 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 binding arbitration in accordance with the American Arbitration AssociationSection 10.11 below. The decision of a majority of the arbitrator(s) 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 8.2(f8.2(g) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Indemnification 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)arbitrators. The fees, expenses, and the costs of the arbitrators shall be borne by the non-prevailing party to the arbitration. For purposes of the foregoing, in any arbitration hereunder in which any claim or the amount stated in the Officer’s Certificate is at issue, Purchaser shall be deemed to be the non-prevailing party in the event that the arbitrators award Purchaser less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Shareholders as represented by the Shareholders’ Representative shall be deemed to be the non-prevailing party. In all other instances, the arbitrators shall make a ruling as to which of the parties shall be deemed the non-prevailing party.

Resolution of Conflicts; Arbitration. (ia) In case either Stable Gain the Shareholders' Agent or UTStarcom JAMtv, as applicable, shall so object in writing to any claim or claims Claim made in any CertificateJAMtv Officer's Certificate as described in Section 7.5 hereof, Stable Gain or in any Former Shareholders' Agent Certificate as described in Section 7.6 hereof, JAMtv or the Shareholders' Agent, as applicable, shall have thirty (30) days to respond in a written statement to such objection. If after such thirty (30)-day period there remains a dispute as to any claims, the Shareholders' Agent and UTStarcom JAMtv shall attempt in good faith for sixty (60) days thereafter to agree upon the rights of the respective parties with respect to each of such claims. If Stable Gain the Shareholders' Agent and UTStarcom JAMtv should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and and, if in settlement of a JAMtv Claim, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute amounts shall make the distributions from the Escrow Fund only in accordance with the terms thereofhereof or of the Escrow Agreement. (iib) If no such agreement can be reached after good faith negotiation, either UTStarcom JAMtv or Stable Gain may the Shareholders' Agent may, by written notice to the other, demand arbitration of the matter in accordance with Section 9.3 hereof, 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 binding arbitration in accordance with the American Arbitration Association. The decision of the arbitrator(s) arbitrators as to the validity and amount of any claim Claim in such JAMtv Officer's Certificate or Former Shareholders' Agent Certificate shall be binding and conclusive upon the parties to this Agreement, and and, notwithstanding anything in Section 8.2(f) 7.7 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).