Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. In case the Shareholders' ------------------------------------ Agent shall object in writing to any claim or claims made in any Officer's Certificate, the Shareholders' Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Depositary Agent. The Depositary Agent shall be entitled to rely on any such memorandum and distribute Exchangeable Shares and shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. If no such agreement can be reached after good faith negotiation, either Parent or the Shareholders' Agent may demand arbitration of the dispute unless the amount of the damage or loss is at issue in a pending Action or Proceeding involving a Third Party Claim, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either event the matter shall be settled by arbitration conducted by three (3) arbitrators, one (1) selected by Parent and one (1) selected by the Shareholders' Agent, and one (1) selected by the two (2) arbitrators selected by Parent and the Shareholders' Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel, limit or allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and other costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three (3) arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Article 8, the --------- Depositary Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in the city of Chicago, Illinois under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 8.5, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent an amount less than or equal to the amount of any Losses not disputed by the Shareholders' Agent; otherwise, the Company Shareholders shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses relating thereto, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the ShareholdersStockholders' ------------------------------------ Agent shall object in writing to any claim or claims made in any Officer's Certificate, the ShareholdersStockholders' Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the ShareholdersStockholders' Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Depositary Agent. The Depositary Agent shall be entitled to rely on any such memorandum and distribute Exchangeable Shares and shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. . (ii) If no such agreement can be reached after good faith negotiation, either Parent or the ShareholdersStockholders' Agent may demand arbitration of the dispute unless the amount of the damage or loss is at issue in a pending Action or Proceeding involving a Third Party Claim, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either event the matter shall be settled by arbitration conducted by three (3) arbitrators, one (1) selected by Parent and one (1) selected by the ShareholdersStockholders' Agent, and one (1) selected by the two (2) arbitrators selected by Parent and the ShareholdersStockholders' Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel, limit or allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and other costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three (3) arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Article 8SECTION 7.2(F) hereof, the --------- Depositary Agent shall be entitled to act act, and shall incur no liability in acting, in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. . (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in the city and county of ChicagoSanta Clara, Illinois California under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 8.5SECTION 7.2(H), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent an amount less than or equal to the sum of one-half (1/2) of the disputed amount of any Losses plus any amounts not disputed by the Shareholders' Agentin dispute; otherwise, the stockholders of the Company Shareholders as represented by the Stockholders' Agent shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses relating theretoexpenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. a. In case the ShareholdersSecurityholders' ------------------------------------ Agent shall so object in writing to any claim or claims made in any Officer's Certificate, the ShareholdersSecurityholders' Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the ShareholdersSecurityholders' Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Depositary Escrow Agent. The Depositary Escrow Agent shall be entitled to rely on any such memorandum and distribute Exchangeable Shares and shares of Parent Common Stock (and, if applicable, other assets) from the Escrow Fund in accordance with the terms thereof. . b. If no such agreement can be reached after good faith negotiation, either Parent or the ShareholdersSecurityholders' Agent may demand arbitration of the dispute matter unless the amount of the damage or loss is at issue in pending litigation with a pending Action or Proceeding involving a Third Party Claimthird party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three (3) arbitrators, one (1) selected by Parent and one (1) selected by the Shareholders' Agent, and one (1) selected by the two (2) arbitrators selected by . Parent and the ShareholdersSecurityholders' Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel, compel or limit or allow discovery as they and shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and other costs incurred by the partiescosts, to the same extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three (3) arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Article 8, the --------- Depositary Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in the city of Chicago, Illinois under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 8.5, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent an amount less than or equal to the amount of any Losses not disputed by the Shareholders' Agent; otherwise, the Company Shareholders shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses relating thereto, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.was

Resolution of Conflicts; Arbitration. (i) In case the Shareholders' ------------------------------------ Agent shall object in writing to any claim or claims made in any Officer's Certificate, the Shareholders' Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Depositary Agent. The Depositary Agent shall be entitled to rely on any such memorandum and distribute Exchangeable Shares and shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. . (ii) If no such agreement can be reached after good faith negotiation, either Parent or the Shareholders' Agent may demand arbitration of the dispute unless the amount of the damage or loss is at issue in a pending Action or Proceeding involving a Third Party Claim, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either event the matter shall be settled by arbitration conducted by three (3) arbitrators, one (1) selected by Parent and one (1) selected by the Shareholders' Agent, and one (1) selected by the two (2) arbitrators selected by Parent and the Shareholders' Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel, limit or allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and other costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three (3) arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Article 8SECTION 7.2(f) hereof, the --------- Depositary Agent shall be entitled to act act, and shall incur no liability in acting, in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. . (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in the city county of ChicagoSanta Clara, Illinois California under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 8.5SECTION 7.2(h), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent an amount less than or equal to the sum of one-half (1/2) of the disputed amount of any Losses plus any amounts not disputed in dispute; otherwise, the shareholders of the Company as represented by the Shareholders' Agent; otherwise, the Company Shareholders Agent shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses relating theretoexpenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholders' ------------------------------------ Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate, the Shareholders' Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Depositary Escrow Agent. The Depositary Escrow Agent shall be entitled to rely on any such memorandum and distribute Exchangeable Shares and shares of Parent Common Stock cash from the Escrow Fund in accordance with the terms thereof. . (ii) If no such agreement can be reached after good faith negotiation, either Parent or the Shareholders' Securityholder Agent may demand arbitration of the dispute matter unless the amount of the damage or loss is at issue in pending litigation with a pending Action or Proceeding involving a Third Party Claimthird party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three (3) arbitrators, one (1) selected by Parent and one (1) selected by the Shareholders' Agent, and one (1) selected by the two (2) arbitrators selected by . Parent and the Shareholders' Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall, within ten (10) business days after the last day of any hearings on any motion, issue a definitive ruling on such motion. The arbitrators shall set also, within twenty (20) business days from the last day of any hearings regarding the imposition of sanctions or the issuance of any awards, issue a limited time period and definitive ruling on the imposition of any such sanctions or the issuance of any such award in such arbitration. The arbitrators shall also establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel, compel or limit or allow discovery as they and shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and other costs incurred by the partiescosts, to the same extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three (3) arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Article 8Subsection (f) hereof, the --------- Depositary Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. . (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in the city of ChicagoSan Jose, Illinois California under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 8.5Subsection (f), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent an amount less than or equal to the sum of (A) one-half of the disputed amount of plus (B) any Losses amounts not disputed by the Shareholders' Agentin dispute; otherwise, Major Stockholder as represented by the Company Shareholders Securityholder Agent shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses relating theretoexpenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. In case the Shareholders' ------------------------------------ Agent shall object in writing to any claim or claims made in any Officer's Certificate, the Shareholders' Agent and Parent Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and Parent Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Depositary Escrow Agent. The Depositary Escrow Agent shall be entitled to rely on any such memorandum and distribute Exchangeable Purchaser Shares and shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. If no such agreement can be reached after good faith negotiation, either Parent Purchaser or the Shareholders' Agent may may, by written notice to the other, demand arbitration of the dispute unless the amount of the damage or loss is at issue in a pending Action or Proceeding involving a Third Party Claimthird party claim, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either event the matter shall be settled by arbitration conducted by three (3) arbitrators, : one (1) selected by Parent and Purchaser, one (1) selected by the Shareholders' Agent, and one (1) selected by the two (2) arbitrators selected by Parent Purchaser and the Shareholders' Agent shall select a third arbitratorAgent. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel, limit or allow discovery as they shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and other costs incurred by the parties, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three (3) arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Article 8IX, the --------- Depositary Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in the city and county of ChicagoPhiladelphia, Illinois Pennsylvania under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of In any arbitration pursuant to this Section 8.59.04 to resolve a claim for indemnification, in any arbitration hereunder in which any claim or each party shall pay its own expenses. Shareholders (out of the amount thereof stated in Escrow Fund) shall pay a fraction (not to exceed one (1)) of the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that fees of the arbitrators award Parent an amount less than or and the administrative costs of the arbitration equal to the quotient obtained by dividing (i) the amount awarded by the arbitrators with respect to such claim (or agreed in settlement of any Losses not such claim) by (ii) the portion of the indemnification claim disputed by the Shareholders' Agent; otherwise, and the Company Shareholders balance of such fees and administrative costs shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses relating thereto, including without limitation, reasonable attorneys' fees and costs, incurred paid by the other party to the arbitrationPurchaser.

Resolution of Conflicts; Arbitration. (i) In case the Shareholders' ------------------------------------ Agent shall so object in writing to any claim or claims made in any Officer's Certificate, the Shareholders' Agent and Parent Aspec shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent and Parent Aspec should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Depositary Escrow Agent. The Depositary Escrow Agent shall be entitled to rely on any such memorandum and distribute Exchangeable Shares and shares of Parent Common Stock amounts from the Escrow Fund in accordance with the terms thereof. . (ii) If no such agreement can be reached after good faith negotiation, either Parent Aspec or the Shareholders' Agent may demand arbitration of the dispute matter unless the amount of the damage or loss is at issue in pending litigation with a pending Action or Proceeding involving a Third Party Claimthird party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three (3) arbitrators, . Aspec and the Agent shall each select one (1) selected by Parent and one (1) selected by the Shareholders' Agentarbitrator, and one (1) selected by the two (2) arbitrators so selected by Parent and the Shareholders' Agent shall select a third arbitrator. The arbitrators shall, within ten (10) business days after the last day of any hearings on any motion, issue a definitive ruling on such motion. The arbitrators shall set also, within twenty (20) business days from the last day of any hearings regarding the imposition of sanctions or the issuance of any awards, issue a limited time period and definitive ruling on the imposition of any such sanctions or the issuance of any such award in such arbitration. The arbitrators shall also establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment judgement of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel, compel or limit or allow discovery as they and shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' attorneys fees and other costs incurred by the partiescosts, to the same extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three (3) arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Article 8Section 10.2(e) hereof, the --------- Depositary Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. In the event that the Escrow Agent has not received evidence of resolution under either Section 10.2(f)(i) or this Section 10.2(f)(ii), Escrow Agent shall continue to hold the Escrow Funds in accordance herewith. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in the city of ChicagoSanta Clar▇ ▇▇▇nty, Illinois California under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of Each party to any arbitration pursuant to this Section 8.5, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent an amount less than or equal to the amount of any Losses not disputed by the Shareholders' Agent; otherwise, the Company Shareholders shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration 10.2(f) shall pay its own expenses, ; the fees of each arbitrator, arbitrator and the administrative costs fee of the arbitration American Arbitration Association shall be borne equally by Aspec, on the one hand and the Majority Shareholders, on the other. Neither the expenses relating thereto, including without limitation, reasonable attorneys' that the Agent incurs in the course of any arbitration pursuant to this Section 10.2(f) nor the Agent's portion of the fees and costs, incurred by of the other party to arbitrators or the arbitrationadministrative fees for the American Arbitration Association shall be deducted from any amounts held in the Escrow Fund.

Resolution of Conflicts; Arbitration. (a) In case the Shareholders' ------------------------------------ Agent shall object event of any dispute among the parties in writing connection with this Agreement, including without limitation, disputes over a claim pursuant to Section 13.01 or Section 13.02, any claim disputes under the state or claims made Federal securities laws in connection with this Agreement, and disputes over the amount of any Officer's Certificateamount payable pursuant to Section 2.01 hereof, the Shareholders' Agent Seller and Parent USWeb shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent Seller and Parent USWeb should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Depositary Agent. The Depositary Agent shall be entitled to rely on any such memorandum and distribute Exchangeable Shares and shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. parties. (b) If no such agreement can be reached after good faith negotiationnegotiation (or in any event after 60 days from the date of a Notice setting forth such dispute), either Parent USWeb or the Shareholders' Agent Seller may demand arbitration of the dispute matter unless the amount of the damage or loss is at issue in pending litigation with a pending Action or Proceeding involving a Third Party Claimthird party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three (3) arbitrators, . USWeb and the Seller shall each select one (1) selected by Parent and one (1) selected by the Shareholders' Agentarbitrator, and one (1) selected by the two (2) arbitrators so selected by Parent and the Shareholders' Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel, compel or limit or allow discovery as they and shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' fees and other costs incurred by the partiescosts, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three (3) arbitrators as to the validity and amount of any claim in such Officer's Certificate or Notice shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Article 8, the --------- Depositary Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. The arbitrators shall not be empowered to award punitive damages. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in the city of Chicago, Illinois New York under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 8.5, in any The arbitrators shall determine how all expenses relating to the arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent an amount less than or equal to the amount of any Losses not disputed by the Shareholders' Agent; otherwisepaid, including without limitation, the Company Shareholders shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expensesrespective expenses of each party, the fees of each arbitrator, arbitrator and the administrative costs fee of the arbitration and the expenses relating thereto, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitrationAmerican Arbitration Association.

Resolution of Conflicts; Arbitration. (a) In case the Shareholders' ------------------------------------ Agent shall so object in writing to any claim or claims made in any Officer's Certificate, the Shareholders' Agent and Parent AmeriNet shall attempt in good faith to agree upon the rights of the respective parties Parties with respect to each of such claims. . (b) If the Shareholders' Agent and Parent AmeriNet should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties Parties and shall be furnished to the Depositary Escrow Agent. . (c) The Depositary Escrow Agent shall be entitled to rely on any such memorandum and distribute Exchangeable Shares and shares of Parent AmeriNet Common Stock or other property from the Escrow Fund in accordance with the terms thereof. . (a) If no such agreement can be reached after good faith negotiation, either Parent AmeriNet or the Shareholders' Agent may demand arbitration of the dispute matter unless the amount of the damage or loss is at issue in pending litigation with a pending Action or Proceeding involving a Third Party Claimthird party, in which event arbitration shall not be commenced until such amount is ascertained or both parties Parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. (3b) arbitrators, AmeriNet and the Agent shall each select one (1) selected by Parent and one (1) selected by the Shareholders' Agentarbitrator, and one (1) selected by the two (2) arbitrators so selected by Parent and the Shareholders' Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. . (d) The arbitrators shall rule upon motions to compel, compel or limit or allow discovery as they and shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' attorneys fees and other costs incurred by the partiescosts, to the same extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. . (e) The decision of a majority of the three (3) arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties Parties to this Agreement, and notwithstanding anything in this Article 8Section 7.2(F) hereof, the --------- Depositary Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. . (f) Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. . (3) (a) (i) Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. . (ii) Any such arbitration shall be held in the city of ChicagoBroward County, Illinois Florida, under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 8.5, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent an amount less than or equal to the amount of any Losses not disputed by the Shareholders' Agent; otherwise, the Company Shareholders shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses relating thereto, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (i) In case the Shareholders' ------------------------------------ Agent Shareholder Representative shall object in writing to any claim or claims made in any Officer's CertificateCertificate as provided in Section 7.2(f) hereof, the Shareholders' Agent Shareholder Representative and Parent NEON shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agent Shareholder Representative and Parent NEON should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Depositary Escrow Agent. The Depositary Escrow Agent shall be entitled to rely on any such memorandum and distribute Exchangeable Shares and shares of Parent NEON Common Stock from the Escrow Fund in accordance with the terms thereof. . (ii) If no such agreement can be reached after good faith negotiation, either Parent NEON or the Shareholders' Agent Shareholder Representative may demand arbitration of the dispute matter unless the amount of the damage or loss is at issue in pending litigation with a pending Action or Proceeding involving a Third Party Claimthird party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three (3) arbitrators, . NEON and the Shareholder Representative shall each select one (1) selected by Parent and one (1) selected by the Shareholders' Agentarbitrator, and one (1) selected by the two (2) arbitrators so selected by Parent and the Shareholders' Agent shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery of information relating to any dispute while allowing the parties an opportunity, adequate as determined in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel, compel or limit or allow discovery as they and shall deem appropriate given the nature and extent of the disputed claim. The arbitrators shall also have the authority to impose sanctions, including attorneys' attorneys fees and other costs incurred by the partiescosts, to the same extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to by a party without substantial justification. The decision of a majority of the three (3) arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in this Article 8, the --------- Depositary Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions regarding the dispute which shall set forth the award, judgment, decree or order awarded by the arbitrators. Judgment upon any award rendered by the arbitrators may be entered in any court having competent jurisdiction. Any such arbitration shall be held in the city of Chicago, Illinois under the commercial rules of arbitration then in effect of the American Arbitration Association. For purposes of this Section 8.5, in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, Parent shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award Parent an amount less than or equal to the amount of any Losses not disputed by the Shareholders' Agent; otherwise, the Company Shareholders shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration and the expenses relating thereto, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.