Common use of Resolutions of Disputes Clause in Contracts

Resolutions of Disputes. If Parent has denied liability for, or otherwise disputes, the Claimed Amount, in whole or in part, Parent and Purchaser, on behalf of the applicable Claimant, shall attempt to resolve such dispute as promptly as possible. If Purchaser and Parent resolve such dispute, they shall deliver a notice to the Escrow Agent a Conceded Amount Notice signed by each of them. Such Conceded Amount Notice shall instruct the Escrow Agent to promptly pay to the applicable Claimant the amount, if any, agreed to by both Purchaser and Parent in settlement of such dispute. If Purchaser and Parent fail to resolve such dispute, then the Escrow Agent shall hold that portion of the Escrow Amount that is claimed by the Claimant in the Claim Notice, until the earlier of: (i) receipt by Escrow Agent of written notice from the Parent consenting to the release to the Claimant of such portion of the Escrow Amount claimed by the Claimant; or (ii) receipt by Escrow Agent of an order of a court of competent jurisdiction accompanied by a legal opinion by counsel for the presenting party that the order is final and nonappealable; or (iii) receipt by Escrow Agent of a joint written direction of the Parent and the Purchaser, that the Claimant is entitled to all or part of the Escrow Amount. Thereupon, the Escrow Agent shall deliver to the Buyer any portion of the Escrow Amount to which the Purchaser is entitled in accordance with clause (i), (ii) or (iii) above and shall retain or deliver the balance of the Escrow Amount, if any, in accordance with the terms of this Escrow Agreement.

Resolutions of Disputes. (i) If Parent Sellers has denied liability for, or otherwise disputes, disputes the Claimed Amount, in whole or in part, Parent Sellers and Purchaser, on behalf of the applicable Claimantclaimant, shall attempt to resolve such dispute as promptly as possiblewithin thirty (30) calendar days. If Purchaser and Parent the Parties resolve such dispute, they shall deliver a notice to the Escrow Agent a Conceded Amount Notice signed by each all of themthe Sellers and Purchaser. Such Conceded Amount Notice shall instruct the Escrow Agent to promptly pay deliver to the applicable Claimant Purchaser the amount, if any, of Escrowed Funds agreed to by both Purchaser and Parent the Parties in settlement of such dispute. . (ii) If Purchaser and Parent the Parties fail to resolve such dispute, then the Escrow Agent shall hold that portion of the Escrow Amount that is claimed by the Claimant in the Claim Notice, until the earlier of: dispute within thirty (i30) calendar days after receipt by Escrow Agent of written notice from the Parent consenting Response Notice corresponding to such dispute, the release issue of liability for any such dispute with respect to the Claimant of such portion of the Escrow Amount claimed by the Claimant; or (ii) receipt by Escrow Agent of an order of a court of competent jurisdiction accompanied by a legal opinion by counsel Claims shall be submitted to arbitration for the presenting party that purposes of obtaining a final, conclusive and binding decision (the order is final and nonappealable; or (iii) receipt by Escrow Agent of a joint written direction of “Final Decision”). Such Final Decision shall contain the Parent and the Purchaser, that the Claimant is entitled to all or part of the Escrow Amount. Thereupon, the Escrow Agent shall deliver to the Buyer any portion of the Escrow Amount to which the Purchaser is entitled in accordance with clause (i), (ii) or (iii) above and shall retain or deliver the balance of the Escrow Amountamount, if any, of the Party’s liability for the Claimed Amount as finally determined by such arbitration (the “Ordered Amount”). The arbitration shall be in accordance conformity with and subject to the terms applicable rules and procedures of this American Arbitration Association in New York, New York. The arbitration shall be conducted before a panel of three (3) arbitrators, with one arbitrator to be selected by the Sellers, one by the Purchaser 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, NY, (B) bound by the decision of the arbitrator as the final decision with respect to the dispute, and (C) subject to the jurisdiction of the federal courts of the United States of America or the courts of the State of New York in each case located in the County of New York, New York for the purpose of confirmation and enforcement of any award. Upon reaching the Final Decision, Purchaser shall deliver to Escrow AgreementAgent a notice setting forth the Ordered Amount, and any corresponding documentation illustrating the Final Decision.

Resolutions of Disputes. (i) If Parent Sellers has denied liability for, or otherwise disputes, disputes the Claimed Amount, in whole or in part, Parent Sellers, Buyer and PurchaserParent, on behalf of the applicable Claimantclaimant, shall attempt to resolve such dispute as promptly as possiblewithin thirty (30) calendar days. If Purchaser and Parent the Parties resolve such dispute, they shall deliver a notice to the Escrow Agent a Conceded Amount Notice signed by each all of themSellers, Buyer and Parent. Such Conceded Amount Notice shall instruct the Escrow Agent to promptly pay deliver to the applicable Claimant Parent the amount, if any, of Escrow Shares agreed to by both Purchaser and Parent the Parties in settlement of such dispute. . (ii) If Purchaser and Parent the Parties fail to resolve such dispute, then the Escrow Agent shall hold that portion of the Escrow Amount that is claimed by the Claimant in the Claim Notice, until the earlier of: dispute within thirty (i30) calendar days after receipt by Escrow Agent of written notice from the Parent consenting Response Notice corresponding to such dispute, the issue of liability for any such dispute with respect to Claims made pursuant to Article VII of the Asset Purchase Agreement shall be submitted to arbitration for the purposes of obtaining a final, conclusive and binding decision (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 (the “Ordered Amount”). The arbitration shall be in conformity with and subject to the release applicable rules and procedures of American Arbitration Association in New York, New York. The arbitration shall be conducted before a panel of three (3) arbitrators, with one arbitrator to the Claimant of such portion of the Escrow Amount claimed be selected by the Claimant; or (ii) receipt Sellers, one by Escrow Agent of an order of a court of competent jurisdiction accompanied by a legal opinion by counsel for the presenting party that the order is final and nonappealable; or (iii) receipt by Escrow Agent of a joint written direction of the Parent and the Purchaser, that third arbitrator to be selected by the Claimant is entitled arbitrators selected by the Parties. The Parties agree to all or part be (A) subject to the jurisdiction and venue of the Escrow Amountarbitration in New York, NY, (B) bound by the decision of the arbitrator as the final decision with respect to the dispute, and (C) subject to the jurisdiction of the federal courts of the United States of America or the courts of the State of New York in each case located in the County of New York, New York for the purpose of confirmation and enforcement of any award. ThereuponUpon reaching the Final Decision, the Escrow Agent Buyer and Parent shall deliver to Escrow Agent a notice setting forth the Buyer any portion of the Escrow Amount to which the Purchaser is entitled in accordance with clause (i), (ii) or (iii) above and shall retain or deliver the balance of the Escrow Ordered Amount, if any, in accordance with and any corresponding documentation illustrating the terms of this Escrow AgreementFinal Decision.

Resolutions of Disputes. (a) If Parent has denied liability forthe Stockholders’ Representative (or Holdco pursuant to Section 3.6, or otherwise disputesas the case may be) shall have timely delivered an Objection Notice in accordance with the terms of this Agreement, then Holdco and the Claimed Amount, in whole or in part, Parent and Purchaser, on behalf of the applicable Claimant, Stockholders’ Representative shall attempt to resolve the dispute subject to such dispute Objection Notice as promptly as possible. If Purchaser Holdco and Parent the Stockholders’ Representative resolve such dispute, they shall deliver a notice to the Escrow Agent a Conceded Amount Notice joint written notice (a “Settlement Notice”) to that effect signed by a duly authorized representative of each of themHoldco and the Stockholders’ Representative. Such Conceded Amount Settlement Notice shall instruct direct the Escrow Agent to promptly pay from the CVR Escrow Fund to Holdco, the applicable Claimant CVR Agent or retain the amountamount in the CVR Escrow Account, if any, agreed to by both Purchaser Holdco and Parent the Stockholders’ Representative in settlement of such dispute. If Purchaser Holdco and Parent the Stockholders’ Representative fail to resolve such dispute within thirty (30) calendar days after receipt by Holdco (or the Stockholders’ Representative pursuant to Section 3.6, as the case may be) of the Objection Notice corresponding to such dispute, either party may at any time thereafter commence an arbitration in order to finally resolve such dispute. (b) If Holdco or the Stockholders’ Representative commences arbitration pursuant to Section 3.7(a), such dispute shall be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the Award (as defined below) rendered by the arbitrators may be entered in any court having jurisdiction thereof. The number of arbitrators shall be three. The arbitrators must be independent of each party, meaning that neither they nor their current or past firm may have represented any party within the five (5) years preceding their appointment. The arbitrators shall be lawyers or retired judges. Within fifteen (15) days after the commencement of arbitration, each of Holdco and the Stockholders’ Representative shall select one person to act as arbitrator, and the two selected shall select a third arbitrator within fifteen (15) days of their appointment. If the arbitrators selected by Holdco and the Stockholders’ Representative are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. (c) The arbitrators shall only have the power to construe this Agreement, the applicable provisions of the Merger Agreement, the applicable provisions of the CVR Agreement and applicable Law, solely for the purpose of determining whether and to whom payments are due in accordance with this Agreement. The place of the arbitration shall be New York, New York. The arbitrators shall: (a) commence the arbitration proceedings within ten (10) calendar days after the three arbitrators have been appointed, and conduct any hearings as they shall reasonably determine, (b) require such oral and written submissions as they reasonably determine; and (c) order a party to produce business records or other documentation reasonably related to the given dispute that are within such party’s possession and control as they reasonably determine. The arbitrators must issue their written opinion within ninety (90) days of the commencement of the arbitration proceeding (the “Award”), which Award shall specifically direct the Escrow Agent as to the payment of the amount in dispute, and contain an assessment of the fees and costs of such arbitration (consisting of the arbitrators’ reasonable fees and expenses, any amounts payable to the American Arbitration Association, and each party’s reasonable documented out-of-pocket attorneys fees and expenses incurred in connection with such arbitration) against the losing party. (d) Except as may be required by Law, neither a party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of Holdco and the Stockholders’ Representative, except that either party may deliver a copy of the Award to the Escrow Agent. If the Award assesses fees and expenses against Holdco in accordance with Section 3.7(c), then Holdco shall promptly pay an amount equal to such fees and expenses to the Escrow Agent for deposit into the CVR Escrow Account and such amount shall be added to the amount then payable from the CVR Escrow Fund to the Rights Agent for distribution under the CVR Agreement. If the Award assesses fees and expenses against the Stockholders’ Representative in accordance with Section 3.7(c), then the Escrow Agent shall hold that portion promptly pay to Holdco from the CVR Escrow Fund, such fees and expenses. Except as provided in the immediately preceding sentence, upon receipt of the Escrow Amount that is claimed by the Claimant in the Claim Notice, until the earlier of: (i) receipt by Escrow Agent of written notice from the Parent consenting to the release to the Claimant of such portion of the Escrow Amount claimed by the Claimant; or (ii) receipt by Escrow Agent of an order of a court of competent jurisdiction accompanied by a legal opinion by counsel for the presenting party that the order is final and nonappealable; or (iii) receipt by Escrow Agent of a joint written direction of the Parent and the Purchaser, that the Claimant is entitled to all or part of the Escrow Amount. ThereuponAward, the Escrow Agent shall deliver to promptly distribute funds from or retain funds in, as the Buyer any portion of case may be, the CVR Escrow Amount to which the Purchaser is entitled in accordance with clause (i), (ii) or (iii) above and shall retain or deliver the balance of the Escrow Amount, if any, Fund in accordance with the terms of this Escrow AgreementAward, including all interest, dividends or profit on or proceeds or other income earned thereon, less any fees and expenses paid pursuant to the immediately preceding sentence.