Resolution of Unresolved Claims. If at any time after the applicable Release Date, an Unresolved Claim is finally resolved, then Purchaser and the Sellers’ Representative shall jointly execute and deliver to the Escrow Agent, within three Business Days after the final resolution of such Unresolved Claim and the delivery to the Indemnitee of the Determined Amount in accordance with Section 11.6, a written notice instructing the Escrow Agent to disburse from the applicable Escrow Funds for distribution to each Seller such Seller’s Special Pro Rata Portion of the amount (if any) by which (A) the then remaining funds in the applicable Escrow Funds that are no longer subject to Section 11.7(b) or Section 11.7(c) exceeds (B) the aggregate amount of all Claimed Amounts (which are not also Contested Amounts or Determined Amounts) and Contested Amounts associated with all unresolved Indemnification Matters recoverable from such Escrow Funds (it being agreed that such aggregate amount shall include the aggregate of all Determined Amounts with respect to all Indemnification Matters recoverable from such Escrow Funds that have been resolved but have not been paid to the Indemnitee in accordance with Section 11.6).

Resolution of Unresolved Claims. Following the Termination Date, if an Unresolved Claim is finally resolved, Purchaser and Holder Representative shall jointly execute and deliver to the Escrow Agent, within three (3) Business Days after the final resolution of such Unresolved Claim and the delivery to the Purchaser of the amount to be delivered to the Purchaser from the Escrow Fund pursuant to this Section 10.4, a written notice instructing the Escrow Agent to release from the Escrow Fund to each Executing Selling Shareholder such Executing Selling Shareholder’s Interest of the amount (if any) by which the aggregate amount held in the Escrow Fund as of the time of such disbursement exceeds the aggregate amount of the Claimed Amounts and Contested Amounts associated with all remaining Unresolved Claims. Notwithstanding the foregoing, following the Termination Date and prior to the Tax Termination Date, the Escrow Agent shall be required to retain the Tax Escrow Amount in the Escrow Fund.

Resolution of Unresolved Claims. Following the Tax Expiration Date, if an Unresolved Claim is finally resolved, Purchaser and the Holder Representatives shall jointly execute and deliver to the Escrow Agent, within three business days after the final resolution of such Unresolved Claim and the delivery to the Purchaser of the amount to be delivered to the Purchaser from the Escrow Fund pursuant to this Section 11.03, a written notice instructing the Escrow Agent to release from the Escrow Fund to each Participating Rights Holder such Participating Rights Holder’s Interest of the amount (if any) by which the aggregate amount held in the Escrow Fund as of the time of such disbursement exceeds the aggregate amount of the Claimed Amounts and Contested Amounts associated with all remaining Unresolved Claims.

Resolution of Unresolved Claims. Following the General Representation Expiration Time, if an Unresolved Claim is finally resolved, then Parent shall, subject to Section 9.6(k), within five Business Days after the final resolution of such Unresolved Claim and the delivery to the Indemnitee of the amount to be delivered to the Indemnitee from the Indemnity Holdback pursuant to this Section 9, release to the Payment Agent from the Indemnity Holdback for issuance to each Indemnitor, an amount equal to such Indemnitor’s Holdback Percentage of the amount, if any, by which the aggregate amount remaining in the Indemnity Holdback as of the time of such disbursement exceeds the amount that Parent determines in good faith to be necessary to satisfy all remaining Unresolved Claims (which amounts will continue to be held in the Indemnity Holdback).

Resolution of Unresolved Claims. Following the Indemnity Holdback Issuance Date, if an Unresolved Claim is finally resolved between Indemnitee and the Securityholders’ Agent in accordance with Section 9.6(e) or Section 9.6(f), then Parent shall, subject to Section 9.6(i), within five (5) Business Days after the final resolution of such Unresolved Claim, issue to each Indemnitor, in accordance with such Indemnitor’s Pro Rata Share, a number of Indemnity Holdback Shares (rounded down to the nearest whole share) equal to: (i) the amount, if any, by which the number of Remaining Available Indemnity Holdback Shares as of the time of such disbursement exceeds the then-remaining number of Retained Indemnity Holdback Shares; multiplied by (ii) such Indemnitor’s Pro Rata Share.

Resolution of Unresolved Claims. Following the General Expiration Date, if an Unresolved Claim is finally resolved, then Buyer and Seller Parent shall, within five (5) Business Days after the final resolution of such Unresolved Claim and the delivery to the Buyer Indemnified Party of the applicable amount, if any, to be delivered to the Buyer Indemnified Party from the Indemnification Escrow Fund, instruct the Escrow Agent to release to Seller Parent from the Indemnification Escrow Fund an amount equal to the Indemnification Escrow Fund remaining as of the time of such disbursement minus the then-remaining Retained Escrow Amount, after taking into account the resolution of any Unresolved Claims (which amount will continue to be held in the Indemnification Escrow Fund).

Related to Resolution of Unresolved Claims

Resolution of Claims The Company acknowledges that a settlement or other disposition short of final judgment may be successful on the merits or otherwise for purposes of Section 8(a)(i) if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Claim relating to an Indemnifiable Event to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with our without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise for purposes of Section 8(a)(i). The Company shall have the burden of proof to overcome this presumption.
Governing Law; Resolution of Disputes This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, if the Executive is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.
Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.
DISPUTES RESOLUTION PROCEDURE 10.1 A major objective of this Agreement is to eliminate lost time and/or production arising out of disputes or grievances. The Parties to this Agreement are committed to complying with the terms of this procedure.
Informal Resolution of Disputes 10.5.1 Upon receipt by one Party of notice of a dispute by the other Party pursuant to Section 10.3 or Section 10.4.5, each Party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The location, form, frequency, duration, and conclusion of these discussions will be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative Dispute Resolution procedures such as mediation to assist in the negotiations. Discussions and the correspondence among the representatives for purposes of settlement are exempt from discovery and production and will not be admissible in the arbitration described below or in any lawsuit without the concurrence of both Parties. Documents identified in or provided with such communications that were not prepared for purposes of the negotiations are not so exempted, and, if otherwise admissible, may be admitted in evidence in the arbitration or lawsuit.
Disputes Resolution It is the intent of the parties to communicate on a regular basis in a positive and effective manner. The parties agree to communicate areas of concern as they arise and to address those concerns in a professional manner. Any disputes between the Commission and the School which arise under, or are by virtue of, this Contract and which are not resolved by mutual agreement, shall be decided by the full Commission in writing, within 90 calendar days after a written request by the School for a final decision concerning the dispute; provided that where a disputes resolution process is defined for a particular program area (e.g., IDEA, Section 504, etc.), the Parties shall comply with the process for that particular program area; and further provided that the parties may mutually agree to utilize the services of a third-party facilitator to reach a mutual agreement prior to decision by the full Commission. Subject to the availability of an appeal under Ch. 302D, HRS, or BOE administrative rules or procedures, any such decision by the full Commission shall be final and conclusive.
Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.
Governing Law; Disputes 15.1 The laws of the State of New York, U.S.A. govern this Agreement, and the relationships created by it, except for its laws regarding conflicts of law and arbitrability; the Federal Arbitration Act governs all issues of arbitrability. Neither party may bring a claim more than two years after the underlying cause of action first accrues. 15.2 Each party agrees to give the other prompt written notice of any claim, controversy, or dispute arising under or related to this Agreement, and both parties agree to engage in good faith discussions to resolve the matter. If that fails to resolve the matter promptly, upon the election of either party, the parties will participate in a non-binding mediation before a mutually agreed mediator. Any controversy, claim or dispute which is not resolved through the procedures set forth above within 60 days following the initial notice (or such longer period as the parties may agree) will be resolved by arbitration before a sole arbitrator who is an attorney, under the then-current Commercial Arbitration Rules of the American Arbitration Association. The duty and right to arbitrate will extend to any employee, officer, director, shareholder, agent, or affiliate, of a party to the extent that right or duty arises through a party or is related to this Agreement. The decision and award of the arbitrator will be final and binding, and the award rendered may be entered in any court having jurisdiction. The arbitrator is directed to hear and decide potentially dispositive motions in advance of a hearing on the merits by applying the applicable law to undisputed facts and documents. The arbitration will be held in Atlanta, Georgia, U.S.A. This Section 15.2, and the obligation to mediate and arbitrate, will not apply to claims for infringement, misappropriation or misuse of a party’s intellectual property or Confidential Information, or collection of sums owed to NCR Voyix under this Agreement. A party may at any time seek from a court of competent jurisdiction an injunction or other equitable relief in aid of arbitration. The arbitrator will not have authority to award punitive damages, non- compensatory damages, or any damages other than direct damages, nor have authority to award direct damages inconsistent with the limitations and exclusions set forth in this Agreement. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of Massachusetts. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.
Resolution Procedure a. Step 1 i. The complainant, if comfortable with that approach, may choose to speak to or correspond directly with the alleged harasser to express their feelings about the situation. ii. Before proceeding to Step 2, the complainant may approach their administrative officer, staff rep or other contact person to discuss potential means of resolving the complaint and to request assistance in resolving the matter. If the matter is resolved to the complainant's satisfaction the matter is deemed to be resolved. Refer to Article E.

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