Common use of ARBITRATION AND DISPUTE RESOLUTION Clause in Contracts

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A JURY TRIAL, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE PURCHASE PRICE UNDER SECTIONS 1.5(a) AND 1.7 ONLY. The parties agree that in the event Buyer and the Shareholders' Representative are unable to resolve a dispute concerning determination of the Adjustments to the Purchase Price, such dispute shall be resolved exclusively by arbitration to be conducted in O'Neill, Nebraska in accordance with the provisions of Nebraska statutes for arbitration of civil disputes. Either party may appoint an arbitrator and give notice to the other party. Within ten (10) days of receipt of such notice the other party shall appoint an arbitrator and the two arbitrators so appointed shall, within ten (10) days of appointment of the second arbitrator, appoint a third arbitrator. All three arbitrators shall be attorneys or certified public accountants with at least ten (10) years experience in the handling of business sales and acquisitions of a similar nature to the present transaction. The three arbitrators shall conduct a hearing and shall issue an award which shall be final and binding on the parties, and judgment may be entered on it in any court of competent jurisdiction as otherwise provided by law. In no event shall the arbitrators award punitive damages. The preceding portion of this Section does not apply to any dispute relating to any other provision of the Agreement, or to any other aspect of the transactions contemplated herein, and such other disputes may be resolved by the parties by any means available, including without limitation court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Purchase Price under Sections 1.5(a) and 1.7, and expressly do not waive the right to trial with respect any other dispute.

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A JURY TRIAL, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE PURCHASE PRICE UNDER SECTIONS 1.5(a) AND 1.7 ONLY. The parties agree that 25.1 Except as otherwise expressly provided in the event Buyer and the Shareholders' Representative are unable to resolve a dispute concerning determination Agreement, any dispute, controversy or claim arising out of the Adjustments or relating to the Purchase PriceAgreement, such dispute its interpretation or enforcement shall be resolved exclusively by arbitration to be conducted in O'Neill, Nebraska in accordance with the provisions of Nebraska statutes for arbitration of civil disputes. Either party may appoint an arbitrator and give notice to the other party. Within ten (10) days of receipt of such notice the other party shall appoint an arbitrator and the two arbitrators so appointed shall, within ten (10) days of appointment Commercial Arbitration Rules of the second arbitrator, appoint a third American Arbitration Association conducted by one arbitrator. All three arbitrators The arbitration shall be attorneys or certified public accountants with conducted at least ten (10) years experience in the handling of business sales and acquisitions of a similar nature to the present transactionAvaya's offices at 211 Mt. Airy Road, Basking Ridge, New Jersey unless otherwise a▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇. The three arbitrators shall conduct a hearing and shall issue an award which ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇itrator shall be final and binding on the parties, parties and judgment may be entered on it in any court of competent jurisdiction. The arbitrator shall have no authority to modify or expand the Agreement or any of the provisions of this Agreement. The arbitrator is specifically authorized to render partial or summary judgment. Each party will bear its own attorneys' fees associated with the arbitration, and each party shall bear an equal share of all fees, costs and expenses of the arbitrator. The arbitration proceeding and all testimony, filings, documents, and other information produced or given in connection with the arbitration shall be treated as Confidential Information, except as may be necessary to enter any arbitration ruling in a court of competent jurisdiction or as otherwise provided may be required by law. 25.2 Nothing in the Agreement shall preclude either party from specific performance or other equitable relief, including but not limited to temporary restraining orders and preliminary injunctions, from any court of competent jurisdiction, in order to protect its rights or prevent harm pending the obtaining of an arbitration ruling, nor shall anything herein prevent Avaya from seeking monetary damages from any court of competent jurisdiction for monies owed to it hereunder. In no event shall Without limiting the arbitrators award punitive damages. The preceding portion foregoing provisions of this Section does not apply Section, Reseller acknowledges that remedies at law, including by means of an arbitration for a breach or threatened breach of any of the covenants contained in Sections 4, 13, 14, 15, 22 and 23 will be inadequate and in the event of a breach or threatened breach of any such covenants, Avaya shall be entitled to an injunction specifically enforcing Reseller's compliance with such. 25.3 The prevailing party in any dispute relating to any other provision of the Agreement, or to any other aspect of the transactions contemplated herein, and such other disputes may be resolved by the parties Agreement resulting in a final judgment by any means availablecourt or arbitration panel, including without limitation court action and a jury trial. The parties expressly do but not waive any right limited to pursue any remedy available with respect actions to any dispute other than one concerning determination of the adjustments collect money owed to Avaya by Reseller, shall be entitled to the Purchase Price under Sections 1.5(a) payment of all attorneys fees and 1.7, and expressly do not waive the right to trial with respect any other disputecosts incurred.

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A JURY TRIAL, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE PURCHASE PRICE UNDER SECTIONS 1.5(a) AND 1.7 ONLY. The parties agree that in All disputes arising out of or relating to this Agreement or the event Buyer Service between or among ▇▇▇▇ and the Shareholders' Representative are unable to resolve a dispute concerning determination of the Adjustments to the Purchase Price, such dispute Users shall be resolved exclusively by binding arbitration to be conducted in O'NeillAlbany, Nebraska New York before a single arbitrator (the “Arbitrator”) in accordance with the provisions Commercial Arbitration Rules of Nebraska statutes for the American Arbitration Association (the “AAA”) then in effect and the further procedures set forth herein. In the event that the American Arbitration Association is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the court. The Arbitrator shall have authority to issue any and all remedies authorized by law. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 2 et seq., and the laws of civil disputesthe State of New York without reference to principles of conflicts of laws. Either party may appoint an arbitrator and give notice Notwithstanding any rules of the American Arbitration Association to the other partycontrary, any claims shall be adjudicated on an individual basis, and YOU WAIVE ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO. Within ten (10) days of receipt of such notice Any award rendered by the other Arbitrator shall be final, conclusive and binding upon the parties hereto. In connection with any arbitration proceeding pursuant to this Agreement, unless the Arbitrator shall determine otherwise, each party shall appoint bear its own costs and expenses. Notwithstanding the foregoing, you may at your option file an arbitrator and individual claim in any small claims court for disputes or claims within the two arbitrators so appointed shall, within ten (10) days scope of appointment its subject matter jurisdiction if such court has personal jurisdiction. ▇▇▇▇ does not hereby waive any defense that such jurisdiction may be lacking in your state. Without derogation of the second arbitratorparties’ obligation to arbitrate as set forth herein, appoint a third arbitrator. All three arbitrators for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to this Agreement or the Service shall be attorneys or certified public accountants with at least ten (10) years experience in the handling of business sales vested exclusively in, and acquisitions of a similar nature to the present transaction. The three arbitrators shall conduct a hearing and shall issue an award which venue shall be final and binding on laid in, the partiesstate or federal courts sitting in Albany, and New York except that, following confirmation of an arbitration award in a state or federal court in Albany, New York, a judgment arising therefrom may be entered on it executed in any court of competent jurisdiction jurisdiction. You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis. You further agree that no claims of other parties may be consolidated with your or ▇▇▇▇’s claims in the arbitration without both your and ▇▇▇▇’s consent. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST CLEO. If any part of this Arbitration clause is later deemed invalid as otherwise provided by a matter of law. In no event , then it shall be severed and the arbitrators award punitive damages. The preceding portion remaining portions of this Section does not apply to any dispute relating to any other provision of the Agreement, or to any other aspect of the transactions contemplated herein, and such other disputes may be resolved by the parties by any means available, including without limitation court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Purchase Price under Sections 1.5(a) and 1.7, and expressly do not waive the right to trial with respect any other dispute14 shall remain in effect.

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A JURY TRIAL, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE PURCHASE PRICE UNDER SECTIONS 1.5(a) AND 1.7 ONLY4.1. The parties agree that in the event Buyer and the Shareholders' Representative are unable to resolve a Any dispute concerning determination of the Adjustments to the Purchase Price, such dispute or disagreement shall be resolved exclusively submitted to and determined by arbitration to be conducted in O'Neill, Nebraska in accordance with the provisions AFSA rules (“the Rules”). Such arbitration shall be held in Sandton, Gauteng, South Africa unless otherwise agreed and shall be held in a summary manner with a view to its being completed as soon as possible. 4.2. There shall be one arbitrator, who shall be, if the question in issue is: 4.2.1. primarily an accounting matter, an independent chartered accountant of Nebraska statutes for arbitration not less than 10 (ten) years standing; and 4.2.2. primarily a legal matter, a practising Senior Counsel or commercial attorney of civil disputesnot less than 10 (ten) years standing; and 4.2.3. Either party may appoint an arbitrator and give notice to the any other partymatter, a suitably qualified person. 4.3. Within ten (10) days of receipt of such notice the other party shall appoint an arbitrator and the two arbitrators so appointed shall, within ten (10) days of The appointment of the second arbitrator, appoint a third arbitrator. All three arbitrators arbitrator shall be attorneys or certified public accountants agreed upon between the Parties, but failing agreement between them with at least ten a period of 7 (10seven) years experience days after the arbitration has been demanded by either of the Parties by notice in the handling of business sales and acquisitions of a similar nature writing to the present transactionother, either of the Parties shall be entitled to request the Chairman for the time being of AFSA to make the appointment who, in making the appointment, shall have regard to the nature of the dispute, and shall have regard to the parties’ requirement of speedy arbitration. 4.4. The three arbitrators arbitrator shall conduct a hearing and shall issue have the powers conferred upon an award which arbitrator under the Rules. The decision resulting from such arbitration shall be final and binding on the partiesParties, and judgment may be entered on it in made an order of any court of competent jurisdiction as otherwise provided by lawjurisdiction. In no event shall the arbitrators award punitive damagesProceedings are to be held in camera and are confidential. The preceding portion provisions of this Section does clause shall not apply to any dispute relating to preclude any other provision Party from access to an appropriate court of law for: 4.4.1. interim relief in the form of an interdict, mandamus or order for specific performance pending the outcome of an arbitration in terms hereof or in respect of such arbitration or expert determination, as the case may be; 4.4.2. any other form of relief on the basis of facts which are not disputed, provided that if a bona fide dispute arises in the courts of the Agreement, proceeding they shall be stayed pending an arbitration or to on the dispute in terms hereof; or 4.4.3. an order for the payment of a liquidated amount of money on the basis of facts which are not bona fide in dispute at the commencement of such proceedings. 4.5. The provisions of this clause 4 and any other aspect clause that is by its nature reasonably intended to survive termination, shall survive the invalidity and/or termination from whatever cause arising of any or all the transactions contemplated herein, terms of this Agreement and such other disputes may be resolved by the parties by shall not preclude any means available, including without limitation Party from seeking interim relief in a court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Purchase Price under Sections 1.5(a) and 1.7, and expressly do not waive the right to trial with respect any other disputecompetent jurisdiction.

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A JURY TRIAL, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE PURCHASE PRICE UNDER SECTIONS 1.5(a) AND 1.7 ONLY. The parties agree intend that in this Section 7(d) will be valid, binding, enforceable, exclusive and irrevocable and that it shall survive any termination of this Agreement. i. Upon any dispute, controversy or claim arising out of or relating to this Agreement or the event Buyer and enforcement, breach, termination or validity thereof (“Dispute”), the Shareholders' Representative are unable to resolve a dispute concerning determination of party raising the Adjustments to the Purchase Price, such dispute shall be resolved exclusively by arbitration to be conducted in O'Neill, Nebraska in accordance with the provisions of Nebraska statutes for arbitration of civil disputes. Either party may appoint an arbitrator and Dispute will give written notice to the other party. Within parties to the Dispute describing the nature of the Dispute following which the parties to such Dispute shall attempt for a period of ten (10) business days from receipt by the parties of receipt notice of such notice Dispute to resolve such Dispute by negotiation between representatives of the other parties hereto who have authority to settle such Dispute. All such negotiations shall be confidential and any statements or offers made therein shall be treated as compromise and settlement negotiations for purposes of any applicable rules of evidence and shall not be admissible as evidence in any subsequent proceeding for any purpose. The statute of limitations applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, except that no defense based on the running of the statute of limitations will be available based upon the passage of time during any such negotiation. Regardless of the foregoing, a party shall appoint an arbitrator and have the two arbitrators so appointed shall, within right to seek immediate injunctive relief pursuant to Section 8(e)(iii) below without regard to any such ten (10) business day negotiation period. ii. Any Dispute (including the determination of the scope or applicability of this agreement to arbitrate) that is not resolved pursuant to Section 8(e)(i) above shall be submitted to final and binding arbitration in Texas before one neutral and impartial arbitrator. The arbitration shall be administered by JAMS (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures, as in effect on the date hereof. GENH, on the one hand (on behalf of itself and the Company), and the Holder, on the other hand, shall appoint a single arbitrator (who shall be a retired judge or justice) within fifteen (15) days of a demand for arbitration. If GENH and the relevant Holder cannot mutually agree upon an arbitrator within such 15-day period, the arbitrator shall be appointed by JAMS in accordance with its Expedited Arbitration Rules and Procedures, as in effect on the date hereof. The arbitrator shall designate the place and time of the hearing. The hearing shall be scheduled to begin as soon as practicable and no later than thirty (30) days after the appointment of the second arbitrator, appoint a third arbitrator. All three arbitrators arbitrator (unless such period is extended by the arbitrator for good cause shown) and shall be attorneys or certified public accountants conducted as expeditiously as possible. The award, which shall set forth the arbitrator’s findings of fact and conclusions of law, shall be filed with at least ten (10) years experience in the handling of business sales JAMS and acquisitions of a similar nature mailed to the present transactionparties no later than thirty (30) days after the close of the arbitration hearing. The three arbitrators shall conduct a hearing and shall issue an arbitration award which shall be final and binding on the parties, parties and judgment not subject to collateral attack. Judgment upon the arbitration award may be entered on it in any federal or state court having jurisdiction thereof. iii. Notwithstanding the parties’ agreement to submit all Disputes to final and binding arbitration before JAMS, the parties shall have the right to seek and obtain temporary or preliminary injunctive relief in any court having jurisdiction thereof. Such courts shall have authority to, among other things, grant temporary or provisional injunctive relief in order to protect any party’s rights under this Agreement. Without prejudice to such provisional remedies as may be available under the jurisdiction of competent jurisdiction as otherwise provided a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by law. In no event shall such court, and to award damages for the arbitrators award punitive damagesfailure of any party to respect the arbitral tribunal’s orders to that effect. iv. The preceding portion prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees, and the non-prevailing party shall pay all expenses and fees of this Section does not apply to any dispute relating to any other provision JAMS, all costs of the Agreementstenographic record, all expenses of witnesses or to any other aspect proofs that may have been produced at the direction of the transactions contemplated hereinarbitrator, and such other disputes may be resolved by the parties by any means availablefees, including without limitation court action costs, and a jury trialexpenses of the arbitrator. The arbitrator shall allocate such costs and designate the prevailing party or parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Purchase Price under Sections 1.5(a) and 1.7, and expressly do not waive the right to trial with respect any other disputefor these purposes.

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT(A) Any and all disputes or controversies arising under, INCLUDING ANY RIGHT TO A JURY TRIALout of, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE PURCHASE PRICE UNDER SECTIONS 1.5(ain connection with or in relation to this Agreement shall be determined and settled by binding arbitration, held in New York, New York, in accordance with this Section 11.2 and in accordance with the Arbitration Rules of the American Arbitration Association. Upon the occurrence of a dispute or controversy, a party may submit the dispute or controversy for such arbitration pursuant to this Section 11.2 by delivery of written notice to the other party demanding an arbitration and specifying the controversy or dispute to be arbitrated. Within ten (10) AND 1.7 ONLYBusiness Days of the delivery of such notice, the parties shall agree upon a single arbitrator. If the parties are unable to select a single arbitrator within such ten (10) day period, each party shall within five (5) Business Days thereafter select an arbitrator and the arbitrators so chosen shall select the single arbitrator. If any party fails to select an arbitrator, the arbitrator chosen by the other party shall act as the sole arbitrator. The arbitration shall be held in accordance with the rules of the American Arbitration Association and judgment upon any award rendered by the single arbitrator shall be valid, binding, final and non-appealable. No arbitrator shall have authority to disregard or modify any provisions of this Agreement. The arbitrator(s) shall have authority to award counsel fees and costs to the prevailing party. The reference to the rules and procedures of the American Arbitration Association shall not require arbitration by that entity unless otherwise agreed by the parties. (B) For the purpose of enforcement of any arbitral award hereunder, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of New York over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action or proceeding related thereto may be heard and determined in such court. The parties agree that hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defence of inconvenient forum for the event Buyer and the Shareholders' Representative are unable to resolve a dispute concerning determination maintenance of such dispute. Each of the Adjustments to the Purchase Price, parties hereto agrees that a judgment in any such dispute shall may be resolved exclusively enforced in other jurisdictions by arbitration suit on the judgment or in any other manner provided by law. (C) Each of the parties hereto hereby consents to be conducted process being served by any party to this Agreement in O'Neillany suit, Nebraska action or proceeding by the mailing of a copy thereof in accordance with the provisions of Nebraska statutes for arbitration of civil disputes. Either party may appoint an arbitrator and give notice to the other party. Within ten (10) days of receipt of such notice the other party shall appoint an arbitrator and the two arbitrators so appointed shall, within ten (10) days of appointment of the second arbitrator, appoint a third arbitrator. All three arbitrators shall be attorneys or certified public accountants with at least ten (10) years experience in the handling of business sales and acquisitions of a similar nature to the present transaction. The three arbitrators shall conduct a hearing and shall issue an award which shall be final and binding on the parties, and judgment may be entered on it in any court of competent jurisdiction as otherwise provided by law. In no event shall the arbitrators award punitive damages. The preceding portion of this Section does not apply to any dispute relating to any other provision of the Agreement, or to any other aspect of the transactions contemplated herein, and such other disputes may be resolved by the parties by any means available, including without limitation court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Purchase Price under Sections 1.5(a) and 1.7, and expressly do not waive the right to trial with respect any other dispute11.3 hereof.

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURTThe parties intend that this Section 7(d) will be valid, INCLUDING ANY RIGHT TO A JURY TRIALbinding, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE PURCHASE PRICE UNDER SECTIONS 1.5(aenforceable, exclusive and irrevocable and that it shall survive any termination of this Agreement. i. Upon any dispute, controversy or claim arising out of or relating to this Agreement or the enforcement, breach, termination or validity thereof (“Dispute”), the party raising the Dispute will give written notice to the other parties to the Dispute describing the nature of the Dispute following which the parties to such Dispute shall attempt for a period of ten (10) AND 1.7 ONLYbusiness days from receipt by the parties of notice of such Dispute to resolve such Dispute by negotiation between representatives of the parties hereto who have authority to settle such Dispute. All such negotiations shall be confidential and any statements or offers made therein shall be treated as compromise and settlement negotiations for purposes of any applicable rules of evidence and shall not be admissible as evidence in any subsequent proceeding for any purpose. The parties agree statute of limitations applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, except that in no defense based on the event Buyer and running of the Shareholders' Representative are unable statute of limitations will be available based upon the passage of time during any such negotiation. Regardless of the foregoing, a party shall have the right to resolve a dispute concerning seek immediate injunctive relief pursuant to Section 8(e)(iii) below without regard to any such ten (10) business day negotiation period. ii. Any Dispute (including the determination of the Adjustments scope or applicability of this agreement to the Purchase Price, such dispute arbitrate) that is not resolved pursuant to Section 8(e)(i) above shall be resolved exclusively by submitted to final and binding arbitration to be conducted in O'NeillTexas before one neutral and impartial arbitrator, Nebraska in accordance with the provisions Laws of Nebraska statutes the State of Texas for agreements made in and to be performed in that State. The arbitration of civil disputesshall be administered by JAMS (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures, as in effect on the date hereof. Either party may appoint an arbitrator GENH, on the one hand, and give notice to any Transferors, on the other party. Within ten hand, shall appoint a single arbitrator (10who shall be a retired judge or justice) within fifteen (15) days of receipt of such notice a demand for arbitration. If GENH and the other party shall appoint relevant Transferors cannot mutually agree upon an arbitrator within such 15-day period, the arbitrator shall be appointed by JAMS in accordance with its Expedited Arbitration Rules and Procedures, as in effect on the two arbitrators so appointed shall, within ten date hereof. The arbitrator shall designate the place and time of the hearing. The hearing shall be scheduled to begin as soon as practicable and no later than thirty (1030) days of after the appointment of the second arbitrator, appoint a third arbitrator. All three arbitrators arbitrator (unless such period is extended by the arbitrator for good cause shown) and shall be attorneys or certified public accountants conducted as expeditiously as possible. The award, which shall set forth the arbitrator’s findings of fact and conclusions of law, shall be filed with at least ten (10) years experience in the handling of business sales JAMS and acquisitions of a similar nature mailed to the present transactionparties no later than thirty (30) days after the close of the arbitration hearing. The three arbitrators shall conduct a hearing and shall issue an arbitration award which shall be final and binding on the parties, parties and judgment not subject to collateral attack. Judgment upon the arbitration award may be entered on it in any federal or state court having jurisdiction thereof. iii. Notwithstanding the parties’ agreement to submit all Disputes to final and binding arbitration before JAMS, the parties shall have the right to seek and obtain temporary or preliminary injunctive relief in any court having jurisdiction thereof. Such courts shall have authority to, among other things, grant temporary or provisional injunctive relief in order to protect any party’s rights under this Agreement. Without prejudice to such provisional remedies as may be available under the jurisdiction of competent jurisdiction as otherwise provided a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by law. In no event shall such court, and to award damages for the arbitrators award punitive damagesfailure of any party to respect the arbitral tribunal’s orders to that effect. iv. The preceding portion prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees, and the non-prevailing party shall pay all expenses and fees of this Section does not apply to any dispute relating to any other provision JAMS, all costs of the Agreementstenographic record, all expenses of witnesses or to any other aspect proofs that may have been produced at the direction of the transactions contemplated hereinarbitrator, and such other disputes may be resolved by the parties by any means availablefees, including without limitation court action costs, and a jury trialexpenses of the arbitrator. The arbitrator shall allocate such costs and designate the prevailing party or parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Purchase Price under Sections 1.5(a) and 1.7, and expressly do not waive the right to trial with respect any other disputefor these purposes.