Common use of Resolution of Conflicts; Arbitration Clause in Contracts

Resolution of Conflicts; Arbitration. (a) In case the Shareholder Representative shall object in writing to any claim or claims made in any Officer’s Certificate to recover Losses within fifteen (15) days after delivery of such Officer’s Certificate, the Shareholder Representative and Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties, at which time the claim shall be promptly paid or expensed, as the case may be. (b) If no such agreement can be reached after good faith negotiation and prior to 60 days after delivery of an Officer’s Certificate, Buyer or the Shareholder Representative may demand arbitration of the matter unless the amount of the Loss is at issue in pending litigation with a third 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 one arbitrator chosen by Buyer and the Shareholder Representative from the panel provided by the American Arbitration Association. (c) Any such arbitration shall be held in Kootenai County, Idaho, under the rules then in effect of the American Arbitration Association. The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any claim in such Officer’s Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions that shall set forth the award, judgment, decree or order awarded by the arbitrator. Within 30 days of a decision of the arbitrator requiring payment by one party to another, such party shall make the payment to such other party. (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.

Resolution of Conflicts; Arbitration. (ai) In case the Shareholder Stockholder Representative shall timely so object in writing to any claim or claims made in any Officer’s Certificate to recover Losses within fifteen (15) days after delivery of such Officer’s 's Certificate, the Shareholder Stockholder Representative and Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Stockholder Representative and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties, at which time the claim Buyer and Stockholder Representative and shall be promptly paid or expensed, as furnished to the case may beEscrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute funds from the Indemnification Escrow Account in accordance with the terms thereof. (bii) If no such agreement can be reached after good faith negotiation and prior to 60 days after delivery of an Officer’s Certificatenegotiation, either Buyer or the Shareholder Stockholder Representative may demand arbitration of the matter unless the amount of the Loss damage or loss is at issue in pending litigation with a third 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 one arbitrator chosen by mutually agreeable to Buyer and the Shareholder Stockholder Representative. In the event that within forty-five (45) calendar days after submission of any dispute to arbitration, Buyer and the Stockholder Representative from cannot mutually agree on one arbitrator, Buyer and the panel provided by Stockholder Representative shall each select one arbitrator, and the American Arbitration Association. (c) Any such arbitration two arbitrators so selected shall be held in Kootenai County, Idaho, under the rules then in effect of the American Arbitration Associationselect a third arbitrator. The arbitrator shall determine how all expenses relating to or arbitrators, as the arbitration shall be paidcase may be, including without limitation, the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ ' fees and costs, to the same extent as a competent court of competent law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Officer’s 's Certificate shall be final, binding, binding and conclusive upon the parties Stockholder Representative and Buyer, and notwithstanding anything in Section 7.5(a) or (b), the decision shall be delivered to this Agreementthe Escrow Agent under cover of a letter signed by the prevailing party and the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Indemnification Escrow Account in accordance therewith and shall not incur any liability for acting in accordance with such decision. Such decision shall be written and shall be supported by written findings of fact and conclusions that which shall set forth the award, judgment, decree or order awarded by the arbitrator. Within 30 days of a decision of the arbitrator requiring payment by one party to another, such party shall make the payment to such other partyarbitrator(s). (diii) Judgment upon any award rendered by the arbitrator arbitrator(s) may be entered in any court having jurisdiction. Any such arbitration shall be held in Washington, D.C. under the rules then in effect of the American Arbitration Association. The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (a) In case the Shareholder Representative shall object event of any dispute among the parties in writing connection with this Agreement, including without limitation, disputes over a claim pursuant to this Article VIII or any claim disputes under the state or claims made federal securities laws in any Officer’s Certificate to recover Losses within fifteen (15) days after delivery connection with this Agreement, ▇▇. ▇▇▇▇▇▇▇ on behalf of such Officer’s Certificate, the Shareholder Representative Shareholders and Buyer the Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Shareholders and Buyer Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties, at which time the claim shall be promptly paid or expensed, as the case may be. (b) If no such agreement can be reached after good faith negotiation and prior to 60 (or in any event after sixty (60) days after delivery from the date of an Officer’s Certificatethe Notice), Buyer either Purchaser or the Shareholder Representative Shareholders may demand arbitration of the matter unless the amount of the Loss damage or loss is at issue in pending litigation with a third 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 one arbitrator chosen by Buyer three arbitrators. Purchaser and the Shareholder Representative from Shareholders shall each select one (1) arbitrator, and the panel provided by the American Arbitration Association. two (c2) Any such arbitration arbitrators so selected shall be held in Kootenai County, Idaho, under the rules then in effect of the American Arbitration Associationselect a third arbitrator. The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ ' fees and costs, to the same extent as a competent court of law or equity, should the arbitrator arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the arbitrator three arbitrators as to the validity and amount of any claim in such Officer’s Certificate Notice shall be final, binding, binding and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions that which shall set forth the award, judgment, decree or order awarded by the arbitratorarbitrators. Within 30 days of a decision of the arbitrator requiring payment by one party The arbitrators shall not be empowered to another, such party shall make the payment to such other partyaward punitive damages. (dc) Judgment upon any award rendered by the arbitrator arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in New Jersey under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

Resolution of Conflicts; Arbitration. (ai) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer’s Certificate to recover Losses within fifteen (15) days after delivery of such Officer’s Escrow Claim Certificate, the Shareholder Representative Securityholder Agent and Buyer Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties, at which time the claim parties and shall be promptly paid or expensed, as furnished to the case may beEscrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (bii) If no such agreement can be reached after good faith negotiation and prior to 60 days after delivery of an Officer’s Certificatenegotiation, Buyer either Parent or the Shareholder Representative Securityholder Agent may demand arbitration of the matter any dispute regarding any claim or claims made in an Escrow Claim Certificate unless the amount of the Loss damage or loss is at issue in pending litigation with a third 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 one arbitrator chosen by Buyer three arbitrators. Parent and the Shareholder Representative from Securityholder Agent shall each select one arbitrator, and the panel provided by the American Arbitration Association. (c) Any such arbitration two arbitrators so selected shall be held in Kootenai County, Idaho, under the rules then in effect of the American Arbitration Associationselect a third arbitrator. The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ ' fees and costs, to the same extent as a competent court of law or equity, should the arbitrator arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the arbitrator three arbitrators as to the validity and amount of any claim in such Officer’s Escrow Claim Certificate shall be final, binding, binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof, the 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 that shall set forth the award, judgment, decree or order awarded by the arbitrator. Within 30 days of a decision of the arbitrator requiring payment by one party to another, such party shall make the payment to such other party. (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.be

Resolution of Conflicts; Arbitration. (ai) In case the Shareholder Representative Securityholder Agent shall so object in writing to any claim or claims made in any Officer’s Certificate to recover Losses within fifteen (15) days after delivery of such Officer’s 's Certificate, the Shareholder Representative Securityholder Agent and Buyer Parent shall attempt for a period of twenty-one (21) days in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Securityholder Agent and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties, at which time the claim parties and shall be promptly paid or expensed, as furnished to the case may beEscrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof. (bii) If no such agreement can be reached after good faith negotiation and prior to 60 days after delivery of an Officer’s Certificateduring such twenty-one (21) day period, Buyer either Parent or the Shareholder Representative Securityholder Agent may demand arbitration of the matter unless the amount of the Loss damage or loss is at issue in pending litigation with a third 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 one arbitrator chosen by Buyer arbitrator. Parent and the Shareholder Representative from Securityholder Agent shall agree on such arbitrator; provided that if Parent and the panel provided by Securityholder Agent cannot agree on such arbitrator within seven (7) days after the American Arbitration Association. (c) Any such arbitration shall be held in Kootenai County, Idaho, under the rules then in effect expiration of the American twenty-one (21) day period, either Parent or the Securityholder Agent can request that the Judicial Arbitration Associationand Mediation Services ("JAMS") select the arbitrator. The arbitrator selected shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses dispute in accordance with Article VII of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Associationthis Agreement. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ ' fees and costs, to the same extent as a competent court of competent law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any claim in such Officer’s 's Certificate shall be final, binding, binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.2(e) hereof, the 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 that which shall set forth the award, judgment, decree or order awarded by the arbitrator. Within 30 days of a decision of the arbitrator requiring payment by one party to another, such party shall make the payment to such other party. (diii) Judgment upon any award rendered by the arbitrator arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Clar▇ ▇▇▇nty, California under the rules then in effect of the American Arbitration Association. For purposes of this Section 7.2(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 less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the stockholders of the Company as represented by the 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 the arbitrator, the administrative costs of the arbitration and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case the Shareholder Representative Seller shall so object in writing to any claim or claims made in any Officer’s Certificate to recover Losses within fifteen (15) days after delivery of such Officer’s 's Certificate, Parent (on behalf of the Shareholder Representative Buyer Indemnitees) and Buyer shall the Seller will attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If Parent and the Shareholder Representative and Buyer Seller should so agree, a memorandum setting forth such agreement shall will be prepared and signed by both parties, at which time parties and will be furnished to the claim shall Escrow Agent. The Escrow Agent will be promptly paid or expensed, as entitled to rely on any such memorandum and distribute funds from the case may beEscrow Fund in accordance with the terms thereof. (bii) If no such agreement can be reached after good faith negotiation and prior to 60 days after delivery negotiation, either Parent (on behalf of an Officer’s Certificate, the Buyer Indemnitees) or the Shareholder Representative Seller may demand arbitration of the matter unless the amount of the Loss damage or loss is at issue in pending litigation with a third party, in which event arbitration shall will not be commenced until such amount is ascertained or both parties agree to arbitration, ; and in either such event the matter shall will be settled by arbitration conducted by one arbitrator chosen by Buyer arbitrator. Parent and the Shareholder Representative from Seller shall in good faith mutually agree upon the panel provided by the American Arbitration Association. (c) Any such arbitration shall be held in Kootenai County, Idaho, under the rules then in effect selection of the American Arbitration Associationarbitrator. The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator shall will set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any claim in such Officer’s 's Certificate shall will be final, binding, binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 7.3(e) hereof, the Escrow Agent will 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 will be written and shall will be supported by written findings of fact and conclusions that shall which will set forth the award, judgment, decree or order awarded by the arbitrator. Within 30 days of a decision of the arbitrator requiring payment by one party to another, such party shall make the payment to such other party. (diii) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Any such arbitration will be held in Phoenix, Arizona, under the rules then in effect of the American Arbitration Association. Parent (on behalf of the Buyer Indemnities) and the Seller shall each pay its own expenses related to the arbitration plus fifty percent (50%) of the costs of arbitration, including but not limited to the fees of the arbitrator and the administrative fee of the American Arbitration Association, except where the arbitrator in its order finds that the non-prevailing party should pay the costs of the arbitration.

Resolution of Conflicts; Arbitration. (ai) In case the Shareholder Representative Stockholder Agent shall object in writing to any claim or claims made in any Officer’s Certificate to recover Losses within fifteen (15) days after delivery of such Officer’s 's Certificate, the Shareholder Representative Stockholder Agent and Buyer Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative Stockholder Agent and Buyer Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties, at which time the claim parties and shall be promptly paid or expensed, as furnished to the case may beDepositary Agent. The Depositary Agent shall be entitled to rely on any such memorandum and reduce the Escrow Amount in accordance with the terms thereof and thereafter comply with Section 7.2(e). (bii) If no such agreement can be reached after good faith negotiation and prior to 60 days after delivery of an Officer’s Certificatenegotiation, Buyer either Parent or the Shareholder Representative Stockholder Agent may demand arbitration of the matter dispute unless the amount of the Loss damage or loss is at issue in a pending litigation with Action or Proceeding involving a third partyThird-Party Claim, 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 arbitrators, one arbitrator chosen selected by Buyer Parent and one selected by the Stockholder Agent, and the Shareholder Representative from two arbitrators selected by Parent and the panel provided by the American Arbitration Association. (c) Any such arbitration Stockholder Agent shall be held in Kootenai County, Idaho, under the rules then in effect of the American Arbitration Associationselect a third arbitrator. The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator 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 arbitrator arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator arbitrators shall rule upon motions to compel compel, limit or limit 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 costsother costs incurred by the parties, to the same extent as a competent court of law or equity, should the arbitrator arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any claim in such Officer’s Certificate shall be final, binding, and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions that shall set forth the award, judgment, decree or order awarded by the arbitrator. Within 30 days of a decision of the arbitrator requiring payment by one party to another, such party shall make the payment to such other party. (d) Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction.-67- 75