Dispute Resolution Indemnification. (a) The parties agree that the following dispute resolution procedures shall govern any dispute arising out of or in connection with any claims for indemnification pursuant to this Article IX (an "Indemnification Dispute"). (b) In the event of an Indemnification Dispute, either party may initiate negotiation proceedings by sending a letter (the "Negotiation Letter") to the other party in which event the parties shall attempt in good faith to resolve any Indemnification Dispute promptly by negotiation. Such Negotiation Letter shall set forth the particulars of the dispute, the terms of the Agreement that are involved and a suggested resolution. The recipient of the letter must respond within 20 days and include a response to the proposed solution. If the matter has not been resolved within 60 days of a party's request for negotiation (the "Negotiation Period"), either party may initiate arbitration as provided below. (c) In the event of an Indemnification Dispute that is not resolved within the Negotiation Period, either party may seek expedited and binding arbitration administered by the American Arbitration Association ("A.A.A.") according to its Commercial Arbitration Rules subject to the following procedures: (i) The party desiring to initiate arbitration in connection with any Indemnification Dispute shall notify the other party in writing, which notice shall include a demand for arbitration and include a statement of the matter in controversy in reasonable detail setting forth the basis of the Indemnification Dispute and the relief being sought, and shall file a copy of the demand for arbitration with the Administrator of the A.A.A. in Dallas, Texas together with the appropriate filing fee. (ii) The party receiving such notice must file any response or counterclaim within 30 days after service of the demand. Failure to file a counterclaim or response shall not operate to delay the arbitration proceedings. (iii) The initiating party must file a response to any counterclaim within 15 days of the filing of the counterclaim. (iv) After the filing of the claim, response and counterclaim, and any response to counterclaims, no further claims or counterclaims may be made, except on motion to the arbitrators. (v) The case shall be submitted to a panel of three independent and impartial arbitrators jointly selected by the parties. If, after a period of 15 days from the filing of ▇▇▇▇▇ ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT the demand for arbitration, the parties are unable to jointly agree on the identity of the three arbitrators, each party shall then appoint one arbitrator within 15 days of the expiration of such 15 day period. If either party fails to appoint an arbitrator, the A.A.A. shall, at the request of one of the parties, appoint the second arbitrator. The two arbitrators so selected shall within 15 days after their designation select a neutral third arbitrator, who will serve as the chair of the panel ("Chair"). If the two arbitrators are unable to select a third arbitrator, the A.A.A. shall, at the request of one of the parties, appoint the third arbitrator, who will serve as the Chair. Each arbitrator must agree in writing prior to his or her acceptance as an arbitrator to abide by the terms and conditions of this Agreement. (vi) Once appointed, the arbitrators shall schedule a pre-hearing status conference to be held in Dallas, Texas not more than 14 days from the date of their appointment, and shall appoint a time for a final hearing to be held in Dallas, Texas not more than 30 days from the date of the status conference. The final hearing shall conclude no later than 30 days after its commencement. The arbitrators shall render a written decision within 10 days from the conclusion of the final hearing setting forth the arbitrators' determination (and stating with reasonable detail the reasons for the determination reached). Each party shall bear its own cost of preparing for and presenting its case, including attorney's fees. The cost of arbitration, including the fees and expenses of the arbitrators, will be shared equally by each party, unless the arbitrators determine otherwise. (vii) The Chair shall conduct discovery and resolve all discovery disputes. The Chair shall authorize such discovery as may be shown to be necessary to ensure a fair hearing; provided, however, that such discovery shall be completed within 20 days from the date of the status conference. Except as needed for presentation in lieu of a live appearance, each party shall be limited to three business days (9:00 a.m. to 5:00 p.
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Dispute Resolution Indemnification. (a) The parties agree that the following dispute resolution procedures shall govern any dispute arising out of or in connection with any claims for indemnification pursuant to this Article IX (an "“Indemnification Dispute"”).
(b) In the event of an Indemnification Dispute, either party may initiate negotiation proceedings by sending a letter (the "“Negotiation Letter"”) to the other party in which event the parties shall attempt in good faith to resolve any Indemnification Dispute promptly by negotiation. Such Negotiation Letter shall set forth the particulars of the dispute, the terms of the Agreement that are involved and a suggested resolution. The recipient of the letter must respond within 20 days and include a response to the proposed solution. If the matter has not been resolved within 60 days of a party's ’s request for negotiation (the "“Negotiation Period"”), either party may initiate arbitration as provided below.
(c) In the event of an Indemnification Dispute that is not resolved within the Negotiation Period, either party may seek expedited and binding arbitration administered by the American Arbitration Association ("“A.A.A."”) according to its Commercial Arbitration Rules subject to the following procedures:
(i) The party desiring to initiate arbitration in connection with any Indemnification Dispute shall notify the other party in writing, which notice shall include a demand for arbitration and include a statement of the matter in controversy in reasonable detail setting forth the basis of the Indemnification Dispute and the relief being sought, and shall file a copy of the demand for arbitration with the Administrator of the A.A.A. in Dallas, Texas together with the appropriate filing fee.
(ii) The party receiving such notice must file any response or counterclaim within 30 days after service of the demand. Failure to file a counterclaim or response shall not operate to delay the arbitration proceedings.
(iii) The initiating party must file a response to any counterclaim within 15 days of the filing of the counterclaim.
(iv) After the filing of the claim, response and counterclaim, and any response to counterclaims, no further claims or counterclaims may be made, except on motion to the arbitrators.
(v) The case shall be submitted to a panel of three independent and impartial arbitrators jointly selected by the parties. If, after a period of 15 days from the filing of ▇▇▇▇▇ ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT the demand for arbitration, the parties are unable to jointly agree on the identity of the three arbitrators, each party shall then appoint one arbitrator within 15 days of the expiration of such 15 day period. If either party fails to appoint an arbitrator, the A.A.A. shall, at the request of one of the parties, appoint the second arbitrator. The two arbitrators so selected shall within 15 days after their designation select a neutral third arbitrator, who will serve as the chair of the panel ("“Chair"”). If the two arbitrators are unable to select a third arbitrator, the A.A.A. shall, at the request of one of the parties, appoint the third arbitrator, who will serve as the Chair. Each arbitrator must agree in writing prior to his or her acceptance as an arbitrator to abide by the terms and conditions of this Agreement.
(vi) Once appointed, the arbitrators shall schedule a pre-hearing status conference to be held in Dallas, Texas not more than 14 days from the date of their appointment, and shall appoint a time for a final hearing to be held in Dallas, Texas not more than 30 days from the date of the status conference. The final hearing shall conclude no later than 30 days after its commencement. The arbitrators shall render a written decision within 10 days from the conclusion of the final hearing setting forth the arbitrators' ’ determination (and stating with reasonable detail the reasons for the determination reached). Each party shall bear its own cost of preparing for and presenting its case, including attorney's ’s fees. The cost of arbitration, including the fees and expenses of the arbitrators, will be shared equally by each party, unless the arbitrators determine otherwise.
(vii) The Chair shall conduct discovery and resolve all discovery disputes. The Chair shall authorize such discovery as may be shown to be necessary to ensure a fair hearing; provided, however, that such discovery shall be completed within 20 days from the date of the status conference. Except as needed for presentation in lieu of a live appearance, each party shall be limited to three business days (9:00 a.m. to 5:00 p.p.m.) of depositions. This limitation shall apply to each separate arbitration that may be conducted pursuant to this Agreement. The parties shall be entitled to engage in document discovery by requesting production of documents. The parties shall use their commercially reasonable efforts to serve responses or objections to such requests within 10 days after receipt of such a request. The Chair shall resolve any discovery disputes by such prehearing conference(s) as such arbitrator may deem necessary. The parties agree that the Chair and any counsel of record to the proceeding shall have the power of subpoena process and the power to compel the parties to appear and produce documents for the purpose of the proceeding.
(viii) The arbitrators shall not be bound by the rules of evidence or of civil procedure, but rather may consider such writings and oral presentations as such arbitrators or the parties may deem desirable or necessary. Prior to testifying, whether directly in the presence of the arbitrators or through depositions, each witness shall be sworn to tell the truth, subject to the perjury laws of the State of Texas.
(ix) A majority of the arbitrators may award injunctive relief or any other legal or equitable remedy available from a court, including the joinder of parties or consolidation of this arbitration with any other involving common issues of law or fact which may promote judicial economy.
(x) This dispute resolution procedure is intended to be the exclusive method of resolving any Indemnification Dispute.
(xi) Either party may apply to the United States District Court for the Northern District of Texas to enforce any portion of this arbitration agreement (as provided in USC § 3) or to enter judgment upon the award (as provided in 8 U.S.C. § 9). Each party agrees that the arbitration provisions set forth in this Section 9.4 and the decision and the award of the arbitrators shall be treated as an absolute and final bar to any suit instituted in any federal, state or local court relating to the Indemnification Dispute, except as provided in the Federal Arbitration Act.
(xii) It is agreed that from the time of the filing of the demand for arbitration to no more than 10 days after the status conference, the parties shall meet and endeavor to formulate a written agreement governing as many of the other aspects of the arbitration proceeding as can be resolved or agreed upon, subject to the procedures and principles set forth herein, subject to the Federal Arbitration Act, and subject to the Commercial Arbitration Rules. In particular, the parties shall endeavor to reach agreement as to the specific legal principles that the arbitrators shall apply to resolve the Indemnification Dispute, stipulate to as many facts as possible, and frame as narrowly as possible the issues which are submitted to the arbitrators for resolution.
(xiii) All aspects of an arbitration conducted pursuant to this Section 9.4 shall be and remain confidential and all participants shall be bound by judicially enforceable obligations of strict confidentiality except to the extent the parties agree in writing to waive in whole or part such confidentiality, or as otherwise required by applicable Law.
(xiv) If any provision of this Section 9.4 is adjudged to be void or otherwise unenforceable, in whole or in part, such adjudication shall not effect the validity of the remainder of this Agreement.
(xv) The arbitration shall follow the substantive law of the State of Texas. This shall include the provisions of statutory law dealing with arbitration, as it may exist at the time of the demand for arbitration, insofar as said provisions are not in conflict with this Agreement.
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