Common use of Resolutions of Disputes Clause in Contracts

Resolutions of Disputes. (i) If the Representative has denied liability for, or otherwise disputes, the Claimed Amount, in whole or in part, the Representative and Ampio, on behalf of the applicable Claimant, shall attempt to resolve such dispute as promptly as possible. If Ampio and the Representative resolve such dispute, they shall deliver to the Escrow Agent a 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 in Escrow Shares agreed to by both Ampio and the Representative in settlement of such dispute. (ii) If Ampio and the Representative fail to resolve such dispute within thirty (30) calendar days after receipt by the Escrow Agent of the Response Notice corresponding to such dispute, (A) the issue of liability for any such dispute with respect to Claims made pursuant to Section 8.6 of the Merger Agreement may be submitted by any Party to arbitration by the American Arbitration Association, which arbitration will take place in Arapahoe County, State of Colorado, as described in the Merger Agreement, for the purposes of obtaining a final, conclusive and binding arbitration decision (a “Decision”). Such Decision shall contain the amount, if any, of the Party’s liability for the Claimed Amount as finally determined by such arbitration panel or, if the Decision is appealed to a court of competent jurisdiction, the amount ordered by such court to be paid with respect to any Party’s liability (the “Ordered Amount”).

Resolutions of Disputes. (i) If the Representative has Shareholders have denied liability for, or otherwise disputesdispute, the Claimed Amount, in whole or in part, the Representative Shareholders and AmpioCompany, on behalf of the applicable Claimant, shall attempt to resolve such dispute as promptly as possiblewithin thirty (30) calendar days. If Ampio and the Representative Parties resolve such dispute, they shall deliver to the Escrow Agent a Conceded Amount Notice signed by each of them. Such Conceded Amount Notice shall instruct the Escrow Agent to pay cancel and return to treasury such Securities representing the applicable Claimant the amount in Escrow Shares Conceded Amount, if any, of Securities agreed to by both Ampio and the Representative Parties in settlement of such dispute. (ii) If Ampio and the Representative Parties fail to resolve such dispute within thirty (30) calendar days after receipt by the Escrow Agent of the Response Notice corresponding to such dispute, (A) the issue of liability for any such dispute with respect to Claims made pursuant to Section 8.6 Article X of the Merger Purchase Agreement may shall be submitted by any Party to arbitration by the American Arbitration Association, which arbitration will take place in Arapahoe County, State of Colorado, as described in the Merger Agreement, for the purposes of obtaining a final, conclusive and binding arbitration decision (a the “Final Decision”). Such Final Decision shall contain the amount, if any, of the Party’s liability for the Claimed Amount as finally determined by such arbitration panel or, if the Decision is appealed to a court of competent jurisdiction, the amount ordered by such court to be paid with respect to any Party’s liability (the “Ordered Amount”). The arbitration shall be in conformity with and subject to the applicable rules and procedures of the American Arbitration Association. The arbitration shall be conducted before a panel of three (3) arbitrators, with one arbitrator to be selected by each of the Parties and the third arbitrator to be selected by the arbitrators selected by the Parties. The Parties agree to be (A) subject to the jurisdiction and venue of the arbitration in New York, New York and (B) bound by the decision of the arbitrator as the final decision with respect to the dispute.

Resolutions of Disputes. (i) If the Representative has denied liability for, or otherwise disputes, the Claimed Amount, in whole or in part, the Representative and AmpioMathStar, on behalf of the applicable Claimant, shall attempt to resolve such dispute as promptly as possible. If Ampio MathStar and the Representative resolve such dispute, they shall deliver to the Escrow Agent a 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 in Escrow Shares amount, if any, agreed to by both Ampio MathStar and the Representative in settlement of such dispute. (ii) If Ampio MathStar and the Representative fail to resolve such dispute within thirty (30) calendar days after receipt by the Escrow Agent of the Response Notice corresponding to such dispute, (A) the issue of liability for any such dispute with respect to Claims made pursuant to Section 8.6 8.2 of the Merger Agreement may be submitted by any Party party to arbitration by a state or federal court located and sitting in the American Arbitration Association, which arbitration will take place in Arapahoe County, State of ColoradoMinnesota that has appropriate subject matter jurisdiction chosen by either MathStar or the Representative (such court, as described in the “Chosen Court”) for the purposes of obtaining a final, non-appealable order of such Chosen Court (an “Order”); or (B) the issue of liability for any such dispute with respect to Claims made pursuant to Section 8.2 of the Merger AgreementAgreement may be submitted to arbitration, either by MathStar or the Representative for the purposes of obtaining a final, conclusive and binding arbitration decision (a the “Final Decision”). Such Decision Order or Final Decision, as the case may be, shall contain the amount, if any, of the Party’s liability for the Claimed Amount as finally determined by such arbitration panel orChosen Court or arbitration, if as the Decision is appealed to a court of competent jurisdiction, the amount ordered by such court to case may be paid with respect to any Party’s liability (the “Ordered Amount”).

Resolutions of Disputes. (i) If the Stockholder Representative has denied liability for, or otherwise disputes, the Claimed Amount, in whole or in part, the Stockholder Representative and AmpioParent, on behalf of itself and/or the applicable Claimant, shall attempt to resolve such dispute as promptly as possible. If Ampio Parent and the Stockholder Representative resolve such dispute, they Parent and the Stockholder Representative shall deliver to the Escrow Agent a Conceded Amount Notice joint written notice signed by each of themthem (such joint notice, the “Conceded Amount Notice”). Such Conceded Amount Notice shall instruct the Escrow Agent to pay to the applicable Claimant the amount in Escrow Shares amount, if any, agreed to by both Ampio Parent and the Stockholder Representative in settlement of such dispute. (ii) If Ampio Parent and the Stockholder Representative fail to resolve such dispute within thirty (30) calendar days after receipt by the Escrow Agent of the Response Notice corresponding to such dispute, (A) the issue of liability for any such dispute with respect to such Claims made pursuant to Section 8.6 of described in the Merger Agreement Claims Notice (the “Subject Claims”) may be submitted by any Party hereto to arbitration by a state or federal court located and sitting in the American Arbitration Association, which arbitration will take place in Arapahoe County, State of ColoradoDelaware (such court, as described in the Merger Agreement, “Chosen Court”) for the purposes of obtaining a final, conclusive and binding arbitration decision non-appealable order of such Chosen Court (a an “DecisionOrder”). Such Decision Order shall contain the amount, if any, of the Party’s liability for the Claimed Amount as finally determined by such arbitration panel or, if the Decision is appealed to a court of competent jurisdiction, the amount ordered by such court to be paid with respect to any Party’s liability Chosen Court (the “Ordered Amount”).