Common use of Resolution of Disputes, Binding Arbitration Clause in Contracts

Resolution of Disputes, Binding Arbitration. (a) Whenever a claim shall arise for which any party shall be entitled to indemnification hereunder, the indemnified party shall notify the indemnifying party in writing within thirty (30) days of the indemnified party's first receipt of notice of, or the indemnified party's obtaining actual knowledge of, such claim, and in any event within such shorter period as may be necessary for the indemnifying party to take appropriate action to resist such claim. Such notice shall specify all facts known to the indemnified party giving rise to such indemnity rights and shall estimate (to the extent reasonably possible) the amount of potential liability arising therefrom. If the indemnifying party shall be duly notified of such dispute, the parties shall attempt to settle and compromise the same. (b) In the event that any dispute relating to indemnification hereunder or otherwise involving the interpretation or application of this Agreement, any Schedule or Exhibit hereto or any other Transaction Document cannot be settled or compromised, as aforesaid, within twenty (20) days of receipt of the subject claim, either the indemnified party or the indemnifying party shall promptly thereafter submit the dispute to the American Arbitration Association, located in New York, New York for final and binding arbitration before a panel of three arbitrators (each of whom shall be reasonably experienced and qualified in commercial transactions), one of whom shall be selected by the indemnified party, one of whom shall be selected by the indemnifying party and the third of whom shall be selected by the other two arbitrators; all of which panel of arbitrators shall be selected within twenty (20) days of submission of such dispute to the American Arbitration Association. The parties shall use their collective best efforts to promptly schedule and conduct the hearings before such arbitrators, with a view toward concluding such arbitration proceedings not later than thirty (30) days from the first submission of the dispute to arbitration. In addition to, and not in lieu of, arbitration as a means of dispute resolution hereunder, any party hereto shall have the right to seek specific enforcement of this Agreement or any Exhibit, or other injunctive or equitable relief or remedy before any court of competent jurisdiction. (c) In connection with any arbitration pursuant to this Section 6.3, the arbitrators shall, as part of their award, allocate the fee of the American Arbitration Association, the cost of any transcripts, and the parties' reasonable attorneys' fees, based upon and taking into account the arbitrators' determination of the merits and good faith of the parties' claims and defenses in the subject proceeding. (d) The decision and award of the arbitrators shall be final and binding upon the parties hereto and shall be enforceable in any federal or state court of competent jurisdiction in the States of Delaware, New York and California. (e) Any rights of indemnification established by reason of such settlement, compromise, arbitration or litigation shall promptly thereafter be satisfied by the indemnifying party in such amount as shall be necessary to satisfy all applicable Losses determined in accordance with such settlement and compromise, or by final nonappealable order or judgment of the applicable judicial or arbitration panel.

Resolution of Disputes, Binding Arbitration. (a) Whenever a claim shall arise for which any party shall be entitled to indemnification hereunder, the indemnified party shall notify the indemnifying party in writing within thirty (30) days of the indemnified party's first receipt of notice of, or the indemnified party's obtaining actual knowledge of, such claim, claim and in any event within such shorter period as fifteen (15) days of the date a response may be necessary for the indemnifying party due with respect to take appropriate action to resist such claim. Such notice shall specify all facts known to the indemnified party giving rise to such indemnity rights and shall estimate (to the extent reasonably possible) the amount of potential liability arising therefrom. If the indemnifying party shall be duly notified of such dispute, the parties shall attempt to settle and compromise the same. (b) In the event that any dispute relating to indemnification hereunder or otherwise involving the interpretation or application of this Agreement, any Schedule or Exhibit hereto or any other Transaction Document document delivered in connection herewith cannot be settled or compromised, as aforesaid, within twenty (20) days of receipt of the subject claim, either the indemnified party or the indemnifying party shall promptly thereafter submit the dispute to the American Arbitration AssociationAssociation in Santa Xxxxx County, located in New York, New York California for final and binding arbitration before a panel of three arbitrators (each of whom shall be reasonably experienced and qualified in commercial transactions), one of whom shall be selected by the indemnified party, one of whom shall be selected by the indemnifying party and the third of whom shall be selected by the other two arbitrators; all of which panel of arbitrators shall be selected within twenty (20) days of submission of such dispute to the American Arbitration Association. The parties shall use their collective best efforts to promptly schedule and conduct the hearings before such arbitrators, with a view toward concluding such arbitration proceedings not later than thirty (30) days from the first submission of the dispute to arbitration. In addition to, and not in lieu of, arbitration as a means of dispute resolution hereunder, any party hereto shall have the right to seek specific enforcement of this Agreement or any ExhibitAgreement, or other injunctive or equitable relief or remedy before any court of competent jurisdiction. (c) In connection with any arbitration pursuant to this Section 6.37.3, the arbitrators shall, as part of their award, allocate the fee of the American Arbitration Association, the cost of any transcripts, and the parties' reasonable attorneys' fees, based upon and taking into account the arbitrators' determination of the merits and good faith of the parties' claims and defenses in the subject proceeding. (d) The decision and award of the arbitrators shall be final and binding upon the parties hereto and shall be enforceable in any court of competent jurisdiction, including any federal or state court of competent jurisdiction in the States of Delaware, New York and California. (e) Any rights of indemnification established by reason of such settlement, compromise, arbitration or litigation shall promptly thereafter be satisfied by the indemnifying party in such amount as shall be necessary to satisfy all applicable Losses determined in accordance with such settlement and compromise, or by final nonappealable order or judgment of the applicable judicial or arbitration panel.

Resolution of Disputes, Binding Arbitration. (a) Whenever a claim shall arise for which any party shall be entitled to indemnification hereunderinvolving the interpretation or application of this Agreement, the indemnified complaining party shall notify the indemnifying other party in writing within thirty (30) days of the indemnified complaining party's first receipt of notice of, or the indemnified complaining party's obtaining actual knowledge of, such claim, and in any event within such shorter period as may be necessary for the indemnifying other party to take appropriate action to resist such claim. Such notice shall specify all facts known to the indemnified complaining party giving rise to such indemnity rights claim or dispute and shall estimate (to the extent reasonably possible) the amount of potential liability arising therefrom. If the indemnifying other party shall be duly notified of such dispute, the parties shall attempt to settle and compromise the same. (b) In the event that any dispute relating to indemnification hereunder or otherwise involving the interpretation or application of this Agreement, any Schedule or Exhibit hereto or any other Transaction Document Agreement which cannot be settled or compromised, as aforesaid, within twenty (20) days of receipt of the subject claim, either the indemnified complaining party or the indemnifying other party shall promptly thereafter submit the dispute to the American Arbitration Association, located in New York, New York for final and binding arbitration to JAMS or End-Dispute before a three-person panel of three arbitrators (each of whom who shall be reasonably either (i) retired federal judges, or (ii) other persons experienced in resolving commercial disputes and qualified in commercial transactions), one of whom shall be selected by who are acceptable to both the indemnified party, one of whom shall be selected by the indemnifying complaining party and the third of whom other party to such dispute (the "Arbitration"). Any such Arbitration shall be selected by the other two arbitrators; all of which in Los Angeles, California. The panel of arbitrators shall be selected within twenty (20) days of submission of such dispute to the American Arbitration AssociationArbitration. The parties shall use their collective best efforts to promptly schedule and conduct the hearings before such arbitrators, with a view toward concluding such arbitration proceedings not later than thirty (30) days from the first submission of the dispute to arbitration. In addition to, and not in lieu of, arbitration as a means of dispute resolution hereunder, any party hereto shall have the right to seek specific enforcement of this Agreement or any ExhibitTransaction Document, or other injunctive or equitable relief or remedy before any court of competent jurisdiction. (c) In connection with any arbitration Arbitration pursuant to this Section 6.39, the arbitrators shall, as part of their award, allocate the fee of the American Arbitration AssociationArbitration, including all fees of the arbitrators, the cost of any transcripts, and the parties' reasonable attorneys' fees, based upon and taking into account the arbitrators' determination of the merits and good faith of the parties' claims and defenses in the subject proceeding. (d) The decision and award of the arbitrators shall be final and binding upon the parties hereto and shall be enforceable in any court of competent jurisdiction, including any federal or state court of competent jurisdiction in the States State of DelawareCalifornia. Any process or other papers hereunder may be served by registered or certified mail, New York and Californiareturn receipt requested, or by personal service, provided that a reasonable time for appearance or response is allowed. (e) Any rights of indemnification established by reason of such settlement, compromise, arbitration or litigation shall promptly thereafter be satisfied by the indemnifying losing party in such amount as shall be necessary to satisfy all applicable Losses losses or damages sustained or incurred by the complaining party, as determined in accordance with such settlement and compromise, or by final nonappealable order or judgment of the applicable judicial or arbitration panel. (f) In connection with the defense of any third party claims for which claims for indemnification have been made hereunder, each party will provide reasonable access to its and the Company's books and records as and to the extent required for the proper defense of such third party claim. Neither party shall consent to any settlement or purport to bind any other party to any settlement without the written consent of the other party. (g) Notwithstanding anything to the contrary set forth above, in the event and to the extent that the complaining party shall believe that such party shall then have no adequate remedy at law, the complaining party shall have the right, in addition to and not in lieu of the right to obtain compensatory or other monetary relief, to seek and obtain injunctive relief, specific performance or such other equitable remedies as any court of competent jurisdiction shall deem appropriate in the circumstances.

Resolution of Disputes, Binding Arbitration. (a) Whenever a claim shall arise for which any party shall be entitled to indemnification hereunder, the indemnified party shall notify the indemnifying party in writing within thirty (30) days of the indemnified party's first receipt of notice of, or the indemnified party's obtaining actual knowledge of, such claim, and in any event within such shorter period as may be necessary for the indemnifying party to take appropriate action to resist such claim. Such notice shall specify all facts known to the indemnified party giving rise to such indemnity rights and shall estimate (to the extent reasonably possible) the amount of potential liability arising therefrom. If the indemnifying party shall be duly notified of such dispute, the parties shall attempt to settle and compromise the same. (b) In the event that any dispute relating to indemnification hereunder or otherwise involving the interpretation or application of this Agreement, any Schedule or Exhibit hereto or any other Transaction Document cannot be settled or compromised, as aforesaid, within twenty (20) days of receipt of the subject claim, either the indemnified party or the indemnifying party shall promptly thereafter submit the dispute for final and binding arbitration to JAMS or End-Dispute before a three-person panel of arbitrators who shall be either (i) retired federal judges, or (ii) other persons experienced in resolving commercial disputes and who are acceptable to both the American indemnifying party and the indemnified party (the "Arbitration"). Any such Arbitration Associationshall, located if brought by the Stockholders, be held in New York, New York for final and binding arbitration before a panel of three arbitrators (each of whom and, if brought by Commodore shall be reasonably experienced and qualified in commercial transactions)Salt Lake City, one of whom shall be selected by the indemnified party, one of whom shall be selected by the indemnifying party and the third of whom shall be selected by the other two arbitrators; all of which Utah. The panel of arbitrators shall be selected within twenty (20) days of submission of such dispute to the American Arbitration AssociationArbitration. The parties shall use their collective best efforts to promptly schedule and conduct the hearings before such arbitrators, with a view toward concluding such arbitration proceedings not later than thirty (30) days from the first submission of the dispute to arbitration. In addition to, and not in lieu of, arbitration as a means of dispute resolution hereunder, any party hereto shall have the right to seek specific enforcement of this Agreement or any ExhibitTransaction Document, or other injunctive or equitable relief or remedy before any court of competent jurisdiction. (c) In connection with any arbitration Arbitration pursuant to this Section 6.312.3, the arbitrators shall, as part of their award, allocate the fee of the American Arbitration AssociationArbitration, including all fees of the arbitrators, the cost of any transcripts, and the parties' reasonable attorneys' fees, based upon and taking into account the arbitrators' determination of the merits and good faith of the parties' claims and defenses in the subject proceeding. (d) The decision and award of the arbitrators shall be final and binding upon the parties hereto and shall be enforceable in any court of competent jurisdiction, including any federal or state court of competent jurisdiction in the States of Utah, Delaware, New York and Californiaor Colorado. Any process or other papers hereunder may be served by registered or certified mail, return receipt requested, or by personal service, provided that a reasonable time for appearance or response is allowed. (e) Any rights of indemnification established by reason of such settlement, compromise, arbitration or litigation shall promptly thereafter be satisfied by the indemnifying party in such amount as shall be necessary to satisfy all applicable Losses determined in accordance with such settlement and compromise, or by final nonappealable order or judgment of the applicable judicial or arbitration panel.

Resolution of Disputes, Binding Arbitration. (a) Whenever a claim shall arise In the event of any dispute with respect to or pursuant to this Agreement, including but not limited to (i) any dispute or Claim in respect of any Adverse Consequences, Third Party Claims or otherwise for which any party the Buyer shall be entitled to seek indemnification hereunderunder this Agreement, the indemnified party shall notify Disclosure Schedule hereto or any other Transfer Instrument or Assumption Instrument, and (ii) any dispute or Claim for which the indemnifying party in writing within thirty (30) days of the indemnified party's first receipt of notice ofSeller, or the indemnified party's obtaining actual knowledge ofany of them, such claim, and in any event within such shorter period as may be necessary for the indemnifying party to take appropriate action to resist such claim. Such notice shall specify all facts known to the indemnified party giving rise to such indemnity rights and shall estimate (to the extent reasonably possible) the amount of potential liability arising therefrom. If the indemnifying party shall be duly notified of such disputeseek indemnification under this Agreement, the parties Disclosure Schedule or any other Transfer Instrument or Assumption Instrument, the Parties shall attempt in good faith seek to settle and or compromise the same. (b) such dispute or Claim. In the event that any such dispute relating to indemnification hereunder or otherwise involving the interpretation or application of this Agreement, any Schedule or Exhibit hereto or any other Transaction Document Claim cannot be settled or compromised, as aforesaid, within twenty thirty (2030) days of the other Party's receipt of written notice of the subject claimClaim, either the indemnified party or the indemnifying party shall any Party may promptly thereafter submit the dispute to the American Arbitration Association, located in New York, New York for final and binding arbitration before a three-person panel of three arbitrators (each of whom who shall be appointed in accordance with the then prevailing Rules of Arbitration of the American Arbitration Association (the "AAA Rules") (the "Arbitration"). In the event that it may reasonably experienced and qualified be assumed that a dispute or Claim shall not be settled or compromised, as aforesaid, or in commercial transactions)the event that it may not reasonably be expected that the claiming Party wait thirty (30) days before submitted the dispute to Arbitration, one of whom then a dispute or Claim may be submitted as foresaid immediately. Any such Arbitration shall be selected by held in accordance with the indemnified party, one of whom AAA Rules and shall be selected by the indemnifying party and the third of whom shall be selected by the other two arbitrators; all of which conducted in Phoenix, AZ. The panel of arbitrators shall be selected within twenty sixty (2060) days of submission of such dispute to the American Arbitration AssociationArbitration. The parties Parties shall use their collective best efforts Best Efforts to promptly schedule and conduct the hearings before such arbitrators, with a view toward concluding such arbitration proceedings not later than thirty ninety (3090) days from the first submission of the dispute to arbitration. In addition to, and not in lieu of, arbitration as a means of dispute resolution hereunder, any party hereto shall have the right to seek specific enforcement of this Agreement or any Exhibit, or other injunctive or equitable relief or remedy before any court of competent jurisdiction. (cb) In connection with any arbitration Arbitration pursuant to this Section 6.3ss.9, the arbitrators shall, as part of their award, allocate the fee of the American Arbitration AssociationArbitration, including all fees of the arbitrators, the cost of any transcripts, and the parties' reasonable attorneys' fees, based upon and taking into account the arbitrators' determination of the merits and good faith of the parties' claims and defenses in the subject proceeding. (dc) The decision and award of the arbitrators shall be final and binding upon the parties hereto and shall be enforceable in any federal or state court of competent jurisdiction jurisdiction, including any court in the States of DelawarePhoenix, New York and California. (e) Arizona. Any rights of indemnification established process or other papers hereunder may be served by reason of such settlementregistered or certified mail, compromise, arbitration or litigation shall promptly thereafter be satisfied by the indemnifying party in such amount as shall be necessary to satisfy all applicable Losses determined in accordance with such settlement and compromisereturn receipt requested, or by final nonappealable order personal service, provided that a reasonable time for appearance or judgment of the applicable judicial or arbitration panelresponse is allowed.

Resolution of Disputes, Binding Arbitration. (a) Whenever a claim shall arise for which any party shall be entitled to indemnification hereunderinvolving the interpretation or application of this Agreement, the indemnified complaining party shall notify the indemnifying other party in writing within thirty (30) days of the indemnified complaining party's first receipt of notice of, or the indemnified complaining party's obtaining actual knowledge of, such claim, and in any event within such shorter period as may be necessary for the indemnifying other party to take appropriate action to resist such claim. Such notice shall specify all facts known to the indemnified complaining party giving rise to such indemnity rights claim or dispute and shall estimate (to the extent reasonably possible) the amount of potential liability arising therefrom. If the indemnifying other party shall be duly notified of such dispute, the parties shall attempt to settle and compromise the same. (b) In the event that any dispute relating to indemnification hereunder or otherwise involving the interpretation or application of this Agreement, Agreement or any Schedule or Exhibit hereto or any other Transaction Document cannot be settled or compromised, as aforesaid, within twenty (20) days of receipt of the subject claim, either the indemnified complaining party or the indemnifying other party shall promptly thereafter submit the dispute for final and binding arbitration to JAMS or End-Dispute before a three-person panel of arbitrators who shall be either (i) retired federal judges, or (ii) other persons experienced in resolving commercial disputes and who are acceptable to both the American complaining party and the other party to such dispute (the "Arbitration"). Any such Arbitration Associationshall, located if brought by the Selling Stockholders or any of them, be held in New York, New York for final and binding arbitration before a panel of three arbitrators (each of whom and, if brought by Commodore shall be reasonably experienced and qualified in commercial transactions)Salt Lake City, one of whom shall be selected by the indemnified party, one of whom shall be selected by the indemnifying party and the third of whom shall be selected by the other two arbitrators; all of which Utah. The panel of arbitrators shall be selected within twenty (20) days of submission of such dispute to the American Arbitration AssociationArbitration. The parties shall use their collective best efforts to promptly schedule and conduct the hearings before such arbitrators, with a view toward concluding such arbitration proceedings not later than thirty (30) days from the first submission of the dispute to arbitration. In addition to, and not in lieu of, arbitration as a means of dispute resolution hereunder, any party hereto shall have the right to seek specific enforcement of this Agreement or any ExhibitTransaction Document, or other injunctive or equitable relief or remedy before any court of competent jurisdiction. (c) In connection with any arbitration Arbitration pursuant to this Section 6.36, the arbitrators shall, as part of their award, allocate the fee of the American Arbitration AssociationArbitration, including all fees of the arbitrators, the cost of any transcripts, and the parties' reasonable attorneys' fees, based upon and taking into account the arbitrators' determination of the merits and good faith of the parties' claims and defenses in the subject proceeding. (d) The decision and award of the arbitrators shall be final and binding upon the parties hereto and shall be enforceable in any court of competent jurisdiction, including any federal or state court of competent jurisdiction in the States of Utah, Delaware, New York and Californiaor Colorado. Any process or other papers hereunder may be served by registered or certified mail, return receipt requested, or by personal service, provided that a reasonable time for appearance or response is allowed. (e) Any rights of indemnification established by reason of such settlement, compromise, arbitration or litigation shall promptly thereafter be satisfied by the indemnifying losing party in such amount as shall be necessary to satisfy all applicable Losses losses or damages sustained or incurred by the complaining party, as determined in accordance with such settlement and compromise, or by final nonappealable order or judgment of the applicable judicial or arbitration panel. (f) In connection with the defense of any third party claims for which claims for indemnification have been made hereunder, each party will provide reasonable access to its and the Company's books and records as and to the extent required for the proper defense of such third party claim. Neither party shall consent to any settlement or purport to bind any other party to any settlement without the written consent of the other party. (g) Notwithstanding anything to the contrary set forth above, in the event and to the extent that the complaining party shall believe that such party shall then have no adequate remedy at law, the complaining party shall have the right, in addition to and not in lieu of the right to obtain compensatory or other monetary relief, to seek and obtain injunctive relief, specific performance or such other equitable remedies as any court of competent jurisdiction shall deem appropriate in the circumstances.

Resolution of Disputes, Binding Arbitration. (a) Whenever a claim shall arise for which any party shall be entitled to indemnification hereunderinvolving the interpretation or application of this Agreement, the indemnified complaining party shall notify the indemnifying other party in writing within thirty (30) days of the indemnified complaining party's first receipt of notice of, or the indemnified complaining party's obtaining actual knowledge of, such claim, and in any event within such shorter period as may be necessary for the indemnifying other party to take appropriate action to resist such claim. Such notice shall specify all facts known to the indemnified complaining party giving rise to such indemnity rights claim or dispute and shall estimate (to the extent reasonably possible) the amount of potential liability arising therefrom. If the indemnifying other party shall be duly notified of such dispute, the parties shall attempt to settle and compromise the same. (b) In the event that any dispute relating to indemnification hereunder or otherwise involving the interpretation or application of this Agreement, any Schedule or Exhibit hereto or any other Transaction Document Agreement which cannot be settled or compromised, as aforesaid, within twenty (20) days of receipt of the subject claim, either the indemnified complaining party or the indemnifying other party shall promptly thereafter submit the dispute for final and binding arbitration to JAMS or End-Dispute before a three-person panel of arbitrators who shall be either (i) retired federal judges, or (ii) other persons experienced in resolving commercial disputes and who are acceptable to both the American complaining party and the other party to such dispute (the "Arbitration"). Any such Arbitration Associationshall, located if brought by the Employee, be held in New York, New York for final and binding arbitration before a panel of three arbitrators (each of whom and, if brought by the Company shall be reasonably experienced and qualified in commercial transactions)Salt Lake City, one of whom shall be selected by the indemnified party, one of whom shall be selected by the indemnifying party and the third of whom shall be selected by the other two arbitrators; all of which Utah. The panel of arbitrators shall be selected within twenty (20) days of submission of such dispute to the American Arbitration AssociationArbitration. The parties shall use their collective best efforts to promptly schedule and conduct the hearings before such arbitrators, with a view toward concluding such arbitration proceedings not later than thirty (30) days from the first submission of the dispute to arbitration. In addition to, and not in lieu of, arbitration as a means of dispute resolution hereunder, any party hereto shall have the right to seek specific enforcement of this Agreement or any ExhibitTransaction Document, or other injunctive or equitable relief or remedy before any court of competent jurisdiction. (c) In connection with any arbitration Arbitration pursuant to this Section 6.39, the arbitrators shall, as part of their award, allocate the fee of the American Arbitration AssociationArbitration, including all fees of the arbitrators, the cost of any transcripts, and the parties' reasonable attorneys' fees, based upon and taking into account the arbitrators' determination of the merits and good faith of the parties' claims and defenses in the subject proceeding. (d) The decision and award of the arbitrators shall be final and binding upon the parties hereto and shall be enforceable in any court of competent jurisdiction, including any federal or state court of competent jurisdiction in the States of Utah, Delaware, New York and Californiaor Colorado. Any process or other papers hereunder may be served by registered or certified mail, return receipt requested, or by personal service, provided that a reasonable time for appearance or response is allowed. (e) Any rights of indemnification established by reason of such settlement, compromise, arbitration or litigation shall promptly thereafter be satisfied by the indemnifying losing party in such amount as shall be necessary to satisfy all applicable Losses losses or damages sustained or incurred by the complaining party, as determined in accordance with such settlement and compromise, or by final nonappealable order or judgment of the applicable judicial or arbitration panel. (f) In connection with the defense of any third party claims for which claims for indemnification have been made hereunder, each party will provide reasonable access to its and the Company's books and records as and to the extent required for the proper defense of such third party claim. Neither party shall consent to any settlement or purport to bind any other party to any settlement without the written consent of the other party. (g) Notwithstanding anything to the contrary set forth above, in the event and to the extent that the complaining party shall believe that such party shall then have no adequate remedy at law, the complaining party shall have the right, in addition to and not in lieu of the right to obtain compensatory or other monetary relief, to seek and obtain injunctive relief, specific performance or such other equitable remedies as any court of competent jurisdiction shall deem appropriate in the circumstances