Common use of Resolutions of Disputes Clause in Contracts

Resolutions of Disputes. (a) If any dispute arises under this Agreement that is not settled promptly in the ordinary course of business, the parties shall seek to resolve any such dispute between them, first, by negotiating promptly with each other in good faith in face-to-face negotiations. These face-to-face negotiations shall be conducted by the respective designated senior management representative of each party. If the parties are unable to resolve the dispute between them within 20 business days (or such period as the parties shall otherwise agree) through these face-to-face negotiations, then any such disputes shall be resolved in the manner set forth in subsections (b) through (d) below. (b) Any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, exceeds $1,000,000 Dollars (a "Summary Proceeding"), arising out of or relating to this Agreement or the breach, termination or validity thereof, shall be litigated exclusively in the Superior Court of the State of Delaware (the "Delaware Superior Court") as a summary proceeding pursuant to Rules 124-131 of the Delaware Superior Court, or any successor rules (the "Summary Proceeding Rules") for as long as such rules are in effect. Each of the parties hereto hereby irrevocably and unconditionally (i) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (ii) agrees not to commence any Summary Proceeding except in the Delaware Superior Court, (iii) waives, and agrees not to plead or to make, any objection to the venue of any Summary Proceeding in the Delaware Superior Court, (iv) waives, and agrees not to plead or to make, any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (v) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction over it, (vi) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute and (vii) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising out of or otherwise related to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof, and waives any and all rights to any such jury trial or to seek punitive damages. (c) In the event any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed $1,000,000 Dollars (a "Proceeding"), arising out of or relating to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof is brought, the parties to such Proceeding agree to make application to the Delaware Superior Court to proceed under the Summary Proceeding Rules. Until such time as such application is rejected, such Proceeding shall be treated as a Summary Proceeding and all of the foregoing provisions of this Section relating to Summary Proceedings shall apply to such Proceeding. (d) If a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules of the American Arbitration Association (the "Association") strictly in accordance with the terms of the Agreement and the substantive law of the State of Delaware. The arbitration shall be conducted at the Association's regional office located closest to the Company's principal place of business by three arbitrators, at least one of whom shall be knowledgeable in general business practices, one of whom shall be an attorney and one of whom shall be a member of a "Big Five" accounting firm familiar with businesses engaged in asset management. Judgment upon the arbitrators, award may be entered and enforced in any court of competent jurisdiction. Neither party shall institute a proceeding hereunder unless at least 60 days prior thereto such party shall have given written notice to the other party of its intent to do so. (e) Neither party shall be precluded hereby from securing equitable remedies in courts of any jurisdiction, including, but not limited to, temporary restraining orders and preliminary injunctions to protect its rights and interests but shall not be sought as a means to avoid or stay arbitration or Summary Proceeding.

Resolutions of Disputes. (a) If In the event of any dispute arises dispute, controversy, claim or disagreement between Employee and the Company with respect to any alleged breach of this Agreement, the interpretation of this Agreement, or the rights or obligations of either party under this Agreement that is not settled promptly in the ordinary course of businessAgreement, the parties shall seek to resolve any such dispute between them, first, by negotiating promptly consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If they do not resolve the dispute, controversy, claim or disagreement within a period of 30 days, or such longer period as they may mutually agree, then such dispute, controversy, claim or disagreement shall be resolved pursuant to confidential binding arbitration in face-to-face negotiationsNew York, New York by a panel of three neutral arbitrators. These face-to-face negotiations The arbitration shall be conducted by in accordance with the respective designated senior management representative of each party. If the parties are unable to resolve the dispute between them within 20 business days (or such period as the parties shall otherwise agree) through these face-to-face negotiations, then any such disputes shall be resolved in the manner set forth in subsections (b) through (d) below. (b) Any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, exceeds $1,000,000 Dollars (a "Summary Proceeding"), arising out of or relating to this Agreement or the breach, termination or validity thereof, shall be litigated exclusively in the Superior Court of the State of Delaware (the "Delaware Superior Court") as a summary proceeding pursuant to Rules 124-131 of the Delaware Superior Court, or any successor rules (the "Summary Proceeding Rules") for as long as such rules are in effect. Each of the parties hereto hereby irrevocably and unconditionally (i) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (ii) agrees not to commence any Summary Proceeding except in the Delaware Superior Court, (iii) waives, and agrees not to plead or to make, any objection to the venue of any Summary Proceeding in the Delaware Superior Court, (iv) waives, and agrees not to plead or to make, any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (v) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction over it, (vi) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute and (vii) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising out of or otherwise related to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof, and waives any and all rights to any such jury trial or to seek punitive damages. (c) In the event any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed $1,000,000 Dollars (a "Proceeding"), arising out of or relating to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof is brought, the parties to such Proceeding agree to make application to the Delaware Superior Court to proceed under the Summary Proceeding Rules. Until such time as such application is rejected, such Proceeding shall be treated as a Summary Proceeding and all of the foregoing provisions of this Section relating to Summary Proceedings shall apply to such Proceeding. (d) If a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules of the American Arbitration Association (then in effect. Within 15 days after the "Association") strictly in accordance with initiation of arbitration, the terms of the Agreement and the substantive law of the State of Delaware. The arbitration parties shall be conducted at the Association's regional office located closest to the Company's principal place of business by select three neutral arbitrators, at least one all of whom shall be knowledgeable members of a state bar actively engaged in general business practicesthe practice of law for at least 10 years. Either party may seek interim or preliminary relief from the arbitrators until an arbitration award is rendered or the controversy is otherwise resolved. Either party also may, one prior to the establishment of whom the arbitral tribunal, and without waiving any remedy under this Agreement, seek interim or provisional relief that is necessary to protect the rights or property of that party. The arbitration award shall be an attorney made as promptly as practicable and one in any event within nine months of whom the filing of the notice of intention to arbitrate, and the arbitrators shall agree to comply with this schedule before accepting appointment; provided, however, that this time limit may be extended by agreement of the parties or by the arbitrators if necessary. The award of the arbitrators shall be in writing, shall be signed by a member majority of a "Big Five" accounting firm familiar with businesses engaged in asset management. Judgment upon the arbitrators, and shall include findings of fact and the reasons for the disposition of each claim. In the award, the arbitrators shall allocate all of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys' fees of the prevailing party, against the non-prevailing party. This Section 13 shall not be construed to limit either party's right to obtain equitable relief with respect to any dispute and, pending a final arbitration by the arbitrators with respect to any such disputes, either party shall be entitled to obtain any such relief by direct application to state, federal or other applicable court, without being required to first arbitrate such dispute. Except as may be required by law, or by judicial or administrative process or order or the rules of any securities exchange or similar self-regulatory organization applicable to the party or arbitrator, neither the parties nor the arbitrators may disclose the existence, content or results of any arbitration hereunder without the prior written consent of all of the parties. Judgment on the award may be entered and enforced in any court of competent jurisdictionhaving jurisdiction thereof. Neither party shall institute a proceeding hereunder unless at least 60 days prior thereto In connection with any dispute as to whether any Developed Invention or any Developed Intellectual Property is Employee Intellectual Property or Assigned Intellectual Property, as such party shall have given written notice to the other party of its intent to do so. (e) Neither party terms are defined in Section 12, discovery shall be precluded hereby from securing equitable remedies in courts on an expedited basis, the decision of any jurisdiction, including, but not limited to, temporary restraining orders the arbitration panel shall be final and preliminary injunctions there shall be no right of appeal or right to protect its rights and interests but shall not be sought as a means petition to avoid or stay arbitration or Summary Proceedingvacate such award.

Resolutions of Disputes. (a) If any dispute arises under this Agreement that is not settled promptly 13.1 The Parties shall attempt in the ordinary course of business, the parties shall seek good faith to resolve any such dispute between them, first, by negotiating promptly with each other in good faith in face-to-face negotiations. These face-to-face negotiations shall be conducted by the respective designated senior management representative of each party. If the parties are unable to resolve the dispute between them within 20 business days (or such period as the parties shall otherwise agree) through these face-to-face negotiations, then any such disputes shall be resolved in the manner set forth in subsections (b) through (d) below. (b) Any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, exceeds $1,000,000 Dollars (a "Summary Proceeding"), arising out of or relating to this Agreement or promptly by negotiation between senior individuals who have the breachauthority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Either Party may give the other Party written notice of a dispute not resolved in the normal course of business. If the matter has not been resolved by these persons within sixty (60) days of a disputing Party’s notice, termination or validity thereof, the dispute shall be litigated exclusively in the Superior Court referred to a more senior individual of the State of Delaware Parties with the decision-making authority for resolution. If the dispute is not resolved within forty-five (45) days from the "Delaware Superior Court") referral to a more senior individual either Party may initiate arbitration as a summary proceeding pursuant to Rules 124-131 of the Delaware Superior Court, or any successor rules (the "Summary Proceeding Rules") for as long as such rules are in effect. Each of the parties hereto hereby irrevocably and unconditionally (i) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (ii) agrees not to commence any Summary Proceeding except in the Delaware Superior Court, (iii) waives, and agrees not to plead or to make, any objection to the venue of any Summary Proceeding in the Delaware Superior Court, (iv) waives, and agrees not to plead or to make, any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (v) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction over it, (vi) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute and (vii) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising out of or otherwise related to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof, and waives any and all rights to any such jury trial or to seek punitive damagesprovided herein. (c) 13.2 In the event of any action, suit controversy or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed $1,000,000 Dollars (a "Proceeding"), claim arising out of or relating to any provision of this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof is broughtbreach thereof, the parties shall try to settle those conflicts amicably between themselves. Within five business days of receiving written notice from a party that a dispute exists, the parties shall meet and negotiate in good faith for a period not to exceed one business day to resolve such Proceeding agree dispute. If good faith negotiation between the representatives does not result in resolution, each party shall nominate one representative having a position not less than vice president or his/her designee, to make application participate in additional good faith negotiations (“High Level Negotiations”) within ten business days after the first negotiation. If within thirty (30) days of the start of such High-Level Negotiations there is no resolution of the dispute, the parties shall each submit a written statement within five (5) business days to a third party mediator utilizing the services of the Delaware Superior Chancery Court for voluntary mediation of technology licensing and contract issues. The parties and the mediator shall meet within five (5) business days of the written submission for a non-binding mediation session. The cost of mediation shall be shared equally by the parties. Should the parties not resolve their issues by mediation within one hundred twenty (120) days of initiation of the mediation process, the dispute shall be subject to proceed arbitration. All disputes arising in connection with this Agreement shall be finally settled under the Summary Proceeding Rules. Until such time as such application is rejected, such Proceeding shall be treated as a Summary Proceeding Rules of Conciliation and all Arbitration of the foregoing provisions International Chamber of this Section relating to Summary Proceedings shall apply to such Proceeding. Commerce by three (d3) If a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules of the American Arbitration Association (the "Association") strictly arbitrators appointed in accordance with the terms of the Agreement said Rules. All documents and correspondence in relation to those disputes shall be drafted in English and the substantive law of the State of Delaware. The arbitration shall be conducted at in English. The arbitrators to be appointed shall have a good working knowledge of the Association's regional office located closest to the Company's principal English language. The place of business by three arbitrators, at least one of whom arbitration shall be knowledgeable in general business practicesPhiladelphia, one of whom Pennsylvania, USA. The arbitration award shall be an attorney final, binding and one of whom not subject to appeal and shall be a member of a "Big Five" accounting firm familiar with businesses engaged in asset management. Judgment upon the arbitrators, award may be entered and enforced enforceable in any court of competent jurisdiction. Neither The party shall institute a proceeding hereunder unless at least 60 days prior thereto such party shall have given written notice to in whose favor the other party of its intent to do so. (e) Neither party arbitration award is rendered shall be precluded hereby from securing equitable remedies in courts entitled to recover the cost and expenses of any jurisdictionthe arbitration panel. However, including, but not limited to, temporary restraining orders the parties own internal management time and preliminary injunctions to protect its rights costs (including the costs of the in-house counsel) and interests but the costs of outside lawyers shall not be sought as a means to avoid or stay arbitration or Summary Proceedingborne by each party.

Resolutions of Disputes. (a) If In the event of any dispute arises dispute, controversy, claim or disagreement between or among the parties hereto with respect to any alleged breach of this Agreement, the interpretation of this Agreement, or the rights or obligations of any party under this Agreement that is not settled promptly in the ordinary course of businessAgreement, the parties shall seek to resolve any such dispute between them, first, by negotiating promptly consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If they do not resolve the dispute, controversy, claim or disagreement within a period of 30 days, or such longer period as they may mutually agree, then such dispute, controversy, claim or disagreement shall be resolved pursuant to confidential binding arbitration in face-to-face negotiationsNew York, New York by a panel of three neutral arbitrators. These face-to-face negotiations The arbitration shall be conducted by in accordance with the respective designated senior management representative of each party. If the parties are unable to resolve the dispute between them within 20 business days (or such period as the parties shall otherwise agree) through these face-to-face negotiations, then any such disputes shall be resolved in the manner set forth in subsections (b) through (d) below. (b) Any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, exceeds $1,000,000 Dollars (a "Summary Proceeding"), arising out of or relating to this Agreement or the breach, termination or validity thereof, shall be litigated exclusively in the Superior Court of the State of Delaware (the "Delaware Superior Court") as a summary proceeding pursuant to Rules 124-131 of the Delaware Superior Court, or any successor rules (the "Summary Proceeding Rules") for as long as such rules are in effect. Each of the parties hereto hereby irrevocably and unconditionally (i) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (ii) agrees not to commence any Summary Proceeding except in the Delaware Superior Court, (iii) waives, and agrees not to plead or to make, any objection to the venue of any Summary Proceeding in the Delaware Superior Court, (iv) waives, and agrees not to plead or to make, any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (v) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction over it, (vi) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute and (vii) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising out of or otherwise related to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof, and waives any and all rights to any such jury trial or to seek punitive damages. (c) In the event any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed $1,000,000 Dollars (a "Proceeding"), arising out of or relating to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof is brought, the parties to such Proceeding agree to make application to the Delaware Superior Court to proceed under the Summary Proceeding Rules. Until such time as such application is rejected, such Proceeding shall be treated as a Summary Proceeding and all of the foregoing provisions of this Section relating to Summary Proceedings shall apply to such Proceeding. (d) If a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules of the American Arbitration Association (then in effect. Within 15 days after the "Association") strictly in accordance with initiation of arbitration, the terms of the Agreement and the substantive law of the State of Delaware. The arbitration parties shall be conducted at the Association's regional office located closest to the Company's principal place of business by select three neutral arbitrators, at least one all of whom shall be knowledgeable members of a state bar actively engaged in general business practicesthe practice of law for at least 10 years. Either party may seek interim or preliminary relief from the arbitrators until an arbitration award is rendered or the controversy is otherwise resolved. Either party also may, one prior to the establishment of whom the arbitral tribunal, and without waiving any remedy under this Agreement, seek interim or provisional relief that is necessary to protect the rights or property of that party. The arbitration award shall be an attorney made as promptly as practicable and one in any event within nine months of whom the filing of the notice of intention to arbitrate, and the arbitrators shall agree to comply with this schedule before accepting appointment; provided, however, that this time limit may be extended by agreement of the parties or by the arbitrators if necessary. The award of the arbitrators shall be in writing, shall be signed by a member majority of a "Big Five" accounting firm familiar with businesses engaged in asset management. Judgment upon the arbitrators, and shall include findings of fact and the reasons for the disposition of each claim. In the award, the arbitrators shall allocate all of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys' fees of the prevailing party, against the non-prevailing party. This Section 9 shall not be construed to limit either party's right to obtain equitable relief with respect to any dispute and, pending a final arbitration by the arbitrators with respect to any such disputes, either party shall be entitled to obtain any such relief by direct application to state, federal or other applicable court, without being required to first arbitrate such dispute. Except as may required by law, or by judicial or administrative process or order or the rules of any securities exchange or similar self-regulatory organization applicable to the party or the arbitrator, neither the parties nor the arbitrators may disclose the existence, content or results of any arbitration hereunder without the prior written consent of all of the parties. Judgment on the award may be entered and enforced in any court of competent jurisdiction. Neither party shall institute a proceeding hereunder unless at least 60 days prior thereto such party shall have given written notice to the other party of its intent to do sohaving jurisdiction thereof. (e) Neither party shall be precluded hereby from securing equitable remedies in courts of any jurisdiction, including, but not limited to, temporary restraining orders and preliminary injunctions to protect its rights and interests but shall not be sought as a means to avoid or stay arbitration or Summary Proceeding.

Resolutions of Disputes. (a) If In the event of any dispute arises dispute, controversy, claim or disagreement between Employee and the Company with respect to any alleged breach of this Agreement, the interpretation of this Agreement, or the rights or obligations of either party under this Agreement that is not settled promptly in the ordinary course of businessAgreement, the parties shall seek to resolve any such dispute between them, first, by negotiating promptly consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If they do not resolve the dispute, controversy, claim or disagreement within a period of 30 days, or such longer period as they may mutually agree, then such dispute, controversy, claim or disagreement shall be resolved pursuant to confidential binding arbitration in face-to-face negotiationsNew York, New York by a panel of three neutral arbitrators. These face-to-face negotiations The arbitration shall be conducted by in accordance with the respective designated senior management representative of each party. If the parties are unable to resolve the dispute between them within 20 business days (or such period as the parties shall otherwise agree) through these face-to-face negotiations, then any such disputes shall be resolved in the manner set forth in subsections (b) through (d) below. (b) Any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, exceeds $1,000,000 Dollars (a "Summary Proceeding"), arising out of or relating to this Agreement or the breach, termination or validity thereof, shall be litigated exclusively in the Superior Court of the State of Delaware (the "Delaware Superior Court") as a summary proceeding pursuant to Rules 124-131 of the Delaware Superior Court, or any successor rules (the "Summary Proceeding Rules") for as long as such rules are in effect. Each of the parties hereto hereby irrevocably and unconditionally (i) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (ii) agrees not to commence any Summary Proceeding except in the Delaware Superior Court, (iii) waives, and agrees not to plead or to make, any objection to the venue of any Summary Proceeding in the Delaware Superior Court, (iv) waives, and agrees not to plead or to make, any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (v) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction over it, (vi) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute and (vii) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising out of or otherwise related to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof, and waives any and all rights to any such jury trial or to seek punitive damages. (c) In the event any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed $1,000,000 Dollars (a "Proceeding"), arising out of or relating to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof is brought, the parties to such Proceeding agree to make application to the Delaware Superior Court to proceed under the Summary Proceeding Rules. Until such time as such application is rejected, such Proceeding shall be treated as a Summary Proceeding and all of the foregoing provisions of this Section relating to Summary Proceedings shall apply to such Proceeding. (d) If a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules of the American Arbitration Association (then in effect. Within 15 days after the "Association") strictly in accordance with initiation of arbitration, the terms of the Agreement and the substantive law of the State of Delaware. The arbitration parties shall be conducted at the Association's regional office located closest to the Company's principal place of business by select three neutral arbitrators, at least one all of whom shall be knowledgeable members of a state bar actively engaged in general business practicesthe practice of law for at least 10 years. Either party may seek interim or preliminary relief from the arbitrators until an arbitration award is rendered or the controversy is otherwise resolved. Either party also may, one prior to the establishment of whom the arbitral tribunal, and without waiving any remedy under this Agreement, seek interim or provisional relief that is necessary to protect the rights or property of that party. The arbitration award shall be an attorney made as promptly as practicable and one in any event within nine months of whom the filing of the notice of intention to arbitrate, and the arbitrators shall agree to comply with this schedule before accepting appointment; provided, however, that this time limit may be extended by agreement of the parties or by the arbitrators if necessary. The award of the arbitrators shall be in writing, shall be signed by a member majority of a "Big Five" accounting firm familiar with businesses engaged in asset management. Judgment upon the arbitrators, and shall include findings of fact and the reasons for the disposition of each claim. In the award, the arbitrators shall allocate all of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys' fees of the prevailing party, against the non-prevailing party. This Section 12 shall not be construed to limit either party's right to obtain equitable relief with respect to any dispute and, pending a final arbitration by the arbitrators with respect to any such disputes, either party shall be entitled to obtain any such relief by direct application to state, federal or other applicable court, without being required to first arbitrate such dispute. Except as may be required by law, or by judicial or administrative process or order or the rules of any securities exchange or similar self-regulatory organization applicable to the party or arbitrator, neither the parties nor the arbitrators may disclose the existence, content or results of any arbitration hereunder without the prior written consent of all of the parties. Judgment on the award may be entered and enforced in any court of competent jurisdiction. Neither party shall institute a proceeding hereunder unless at least 60 days prior thereto such party shall have given written notice to the other party of its intent to do sohaving jurisdiction thereof. (e) Neither party shall be precluded hereby from securing equitable remedies in courts of any jurisdiction, including, but not limited to, temporary restraining orders and preliminary injunctions to protect its rights and interests but shall not be sought as a means to avoid or stay arbitration or Summary Proceeding.

Resolutions of Disputes. (ai) If any dispute arises under this Agreement that is not settled promptly in the ordinary course of businessSecurityholder Representative has denied liability for, or otherwise disputes, the parties Claimed Amount, in whole or in part, the Securityholder Representative and the Parent, on behalf of the applicable Claimant, shall seek attempt to resolve such dispute as promptly as possible. If the Parent and the Securityholder Representative resolve such dispute, they shall deliver to the Escrow Agent a jointly executed notice (the “Conceded Amount Notice”) signed by each of them. Such Conceded Amount Notice shall instruct the Escrow Agent to pay to the applicable Claimant the amount, if any, agreed to by both the Parent and the Securityholder Representative in settlement of such dispute. (ii) If the Parent and the Securityholder Representative fail to resolve such dispute within thirty (30) calendar days after receipt by Parent of a copy of the Response Notice corresponding to such dispute, (1) the issue of liability for any such dispute between them, first, with respect to Claims made pursuant to Section 9 of the Merger Agreement may be submitted by negotiating promptly with each other any party to a state or federal court located and sitting in good faith in face-to-face negotiations. These face-to-face negotiations shall be conducted by the respective designated senior management representative of each party. If the parties are unable to resolve the dispute between them within 20 business days (or such period as the parties shall otherwise agree) through these face-to-face negotiations, then any such disputes shall be resolved in the manner set forth in subsections (b) through (d) below. (b) Any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, exceeds $1,000,000 Dollars (a "Summary Proceeding"), arising out of or relating to this Agreement or the breach, termination or validity thereof, shall be litigated exclusively in the Superior Court of the State of Delaware that has appropriate subject matter jurisdiction chosen by either the Parent or the Securityholder Representative (as applicable) (such court, the “Chosen Court”) for the purposes of obtaining a final, non-appealable order of such Chosen Court (an “Order”) or (2) the issue of liability for any such dispute with respect to Claims made pursuant to Section 9 of the Merger Agreement may be submitted to arbitration, jointly by the Parent and the Securityholder Representative for the purposes of obtaining a final, conclusive and binding decision (the "Delaware Superior Court") “Final Decision”). Such Order or Final Decision, as a summary proceeding pursuant to Rules 124-131 the case may be, shall contain the amount, if any, of the Delaware Superior CourtEffective Time Holders’ liability for the Claimed Amount as finally determined by such Chosen Court or arbitration, or any successor rules as the case may be (the "Summary Proceeding Rules") for as long as such rules are “Ordered Amount”); provided that the Ordered Amount shall be subject to the limitations set forth in effect. Each Section 9 of the parties hereto hereby irrevocably and unconditionally (i) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (ii) agrees not to commence any Summary Proceeding except in the Delaware Superior Court, (iii) waives, and agrees not to plead or to make, any objection to the venue of any Summary Proceeding in the Delaware Superior Court, (iv) waives, and agrees not to plead or to make, any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (v) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction over it, (vi) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute and (vii) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising out of or otherwise related to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof, and waives any and all rights to any such jury trial or to seek punitive damagesMerger Agreement. (c) In the event any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed $1,000,000 Dollars (a "Proceeding"), arising out of or relating to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof is brought, the parties to such Proceeding agree to make application to the Delaware Superior Court to proceed under the Summary Proceeding Rules. Until such time as such application is rejected, such Proceeding shall be treated as a Summary Proceeding and all of the foregoing provisions of this Section relating to Summary Proceedings shall apply to such Proceeding. (d) If a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules of the American Arbitration Association (the "Association") strictly in accordance with the terms of the Agreement and the substantive law of the State of Delaware. The arbitration shall be conducted at the Association's regional office located closest to the Company's principal place of business by three arbitrators, at least one of whom shall be knowledgeable in general business practices, one of whom shall be an attorney and one of whom shall be a member of a "Big Five" accounting firm familiar with businesses engaged in asset management. Judgment upon the arbitrators, award may be entered and enforced in any court of competent jurisdiction. Neither party shall institute a proceeding hereunder unless at least 60 days prior thereto such party shall have given written notice to the other party of its intent to do so. (e) Neither party shall be precluded hereby from securing equitable remedies in courts of any jurisdiction, including, but not limited to, temporary restraining orders and preliminary injunctions to protect its rights and interests but shall not be sought as a means to avoid or stay arbitration or Summary Proceeding.

Resolutions of Disputes. (a) If any dispute arises under this Agreement that is the Joint Committee cannot settled promptly in the ordinary course of businessagree on a matter, the parties shall seek to resolve any such dispute between them, first, by negotiating promptly with each other in good faith in face-to-face negotiations. These face-to-face negotiations matter shall be conducted by referred to the Councils of the Municipality and the City for review and determination. The Municipality and the City agree to convene a joint meeting of their respective designated senior management representative of each partyCouncils to review and determine the matter. If the parties joint meeting of the Councils cannot determine the matter, either Party may refer the matter to arbitration as provided in paragraph 8 hereof. If, at any time during the term hereof, any dispute, difference or question shall arise between the Municipality and the City touching matters not specifically provided for herein, or any issue shall arise touching the construction, meaning or effect of this Agreement or anything herein contained, or the rights or liabilities of the Parties under this Agreement, then every such dispute, difference or question shall be referred to a single arbitrator, if the Parties can agree upon one. Otherwise, the mater shall be referred to a Board of Three (3) Arbitrators, one to be appointed by each Party and the third to be appointed by the first two named Arbitrators in writing, before they enter upon the business of the reference. If either of the Party shall refuse or neglect to appoint an Arbitrator (the “Non-Appointing Party”) within tend (10) days after the other Party shall have appointed an Arbitrator (the “Appointing Party”), and the Appointing Party shall have served a written notice upon the Non-Appointing Party requiring the Non-Appointing Party to make such appointment, and the Non-Appointing Party fails to make such appointment with five (5) days of receipt of such notice, then Arbitrator first appointed shall, at the request of the Appointing Party, proceed to hear and determine the matter at issue as if he or she were a single Arbitrator appointed by both Parties for that purpose. The award of determination which shall be made by the said Arbitrator, the Arbitrators or the majority of them, shall be final and binding upon the Parties hereto and their respective successors and permitted assigns. In the event that the first two named Arbitrators are unable to resolve agree upon a third within seven (7) days after the dispute between them within 20 business days (or appointment the last, that on motion of either Arbitrator to any Judge of the Court of Queen’s Bench in Manitoba, such period as the parties shall otherwise agree) through these face-to-face negotiations, then any such disputes Judge shall be resolved in entitled to name the manner set forth in subsections (b) through (d) below. (b) Any actionthird Arbitrator, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, exceeds $1,000,000 Dollars (a "Summary Proceeding"), arising out of or relating to this Agreement or the breach, termination or validity thereof, whose appointment shall be litigated exclusively in final and binding upon the Superior Court of the State of Delaware (the "Delaware Superior Court") as a summary proceeding pursuant Parties. In all respects, subject to Rules 124-131 of the Delaware Superior Court, or any successor rules (the "Summary Proceeding Rules") for as long as such rules are in effect. Each of the parties hereto hereby irrevocably and unconditionally (i) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (ii) agrees not to commence any Summary Proceeding except in the Delaware Superior Court, (iii) waives, and agrees not to plead or to make, any objection to the venue of any Summary Proceeding in the Delaware Superior Court, (iv) waives, and agrees not to plead or to make, any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (v) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction over it, (vi) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute and (vii) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising out of or otherwise related to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof, and waives any and all rights to any such jury trial or to seek punitive damages. (c) In the event any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed $1,000,000 Dollars (a "Proceeding"), arising out of or relating to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof is brought, the parties to such Proceeding agree to make application to the Delaware Superior Court to proceed under the Summary Proceeding Rules. Until such time as such application is rejected, such Proceeding shall be treated as a Summary Proceeding and all of the foregoing provisions of this Section relating to Summary Proceedings shall apply to such Proceeding. (d) If a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules of the American Arbitration Association (the "Association") strictly in accordance with the terms of the Agreement this Agreement, The Arbitration Act (Manitoba) and amendments thereto shall govern such proceedings and the substantive law Arbitrator or Arbitrators shall be entitled to fix and apportion liability for the costs of the State of Delaware. The arbitration shall be conducted at the Association's regional office located closest to the Company's principal place of business by three arbitrators, at least one of whom shall be knowledgeable in general business practices, one of whom shall be an attorney and one of whom shall be a member of a "Big Five" accounting firm familiar with businesses engaged in asset management. Judgment upon the arbitrators, award may be entered and enforced in any court of competent jurisdiction. Neither party shall institute a proceeding hereunder unless at least 60 days prior thereto such party shall have given written notice to the other party of its intent to do soArbitration. (e) Neither party shall be precluded hereby from securing equitable remedies in courts of any jurisdiction, including, but not limited to, temporary restraining orders and preliminary injunctions to protect its rights and interests but shall not be sought as a means to avoid or stay arbitration or Summary Proceeding.