Common use of Resolution of Conflicts Clause in Contracts

Resolution of Conflicts. (a) In case the Shareholders' Agents shall so object in writing to any claim or claims by Acquiror made in any Officer's Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the Shareholders' Agents. If after such thirty (30) day period there remains a dispute as to any claims, the Shareholders' Agents and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agents and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum. (b) If no such agreement can be reached after good faith negotiation, either Acquiror or the Shareholders' Agents may, by written notice to the other, demand arbitration of the matter unless the amount of the 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 three arbitrators. Within fifteen (15) days after such written notice is sent, Acquiror (on the one hand) and the Shareholders' Agents (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the 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 Section 10.4, 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 with such decision. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' fees and costs, incurred by the prevailing party to the arbitration.

Resolution of Conflicts. (a) In case the Shareholders' Agents ’ Representative shall so object in writing to any claim or claims by Acquiror Iveda made in any Officer's ’s Certificate, Acquiror Iveda shall have thirty (30) 30 days to respond in a written statement to the objection of the Shareholders' Agents’ Representative. If after such thirty (30) 30 day period there remains a dispute as to any claims, the Shareholders' Agents ’ Representative and Acquiror Iveda shall attempt in good faith for thirty (30) 30 days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agents ’ Representative and Acquiror Iveda should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and payment of the applicable amount shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandummade. (b) If no such agreement can be reached after good faith negotiation, either Acquiror Iveda or the Shareholders' Agents ’ Representative may, by written notice to the other, demand arbitration of the matter unless the amount of the 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 three arbitrators. Within fifteen (15) days after such written notice is sent, Acquiror (on the one hand) and the Shareholders' Agents (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's ’s Certificate shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 10.4, 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 with such decision. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ or San Mateo CountyLos Angeles, California under the commercial rules then in effect of the American Arbitration Association. Any such arbitration shall be conducted in the English language. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' ’ fees and costs, incurred by the prevailing party to the arbitration.

Resolution of Conflicts. Arbitration. (a) In case the Shareholders' Agents shall so object event of any dispute among the parties (or any party and any Person entitled to indemnification under Section 7) in writing connection with this Agreement, including without limitation, disputes over a claim pursuant to any claim or claims by Acquiror made in any Officer's Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the Shareholders' Agents. If after such thirty (30) day period there remains a dispute as to any claimsSection 7, the Shareholders' Agents and Acquiror parties to such dispute shall attempt in good faith for thirty (30) days to agree upon resolve the rights of the respective parties with respect to each of such claimsdispute. If the Shareholders' Agents and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum. (b) If no such agreement resolution can be reached after good faith negotiation, either Acquiror or within 60 days of notice by one party to the Shareholders' Agents may, by written notice dispute to the other, the dispute shall be resolved by final and binding arbitration before a three arbitrator panel conducted under the auspices of the American Arbitration Association. In order to invoke arbitration of the dispute, a party to the dispute may demand arbitration of the matter by delivering a letter to the other party stating such demand ("Demand Letter"), unless the amount of the 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 (provided that the rights of any Person entitled to indemnification under Section 7 shall not be prejudiced by any delay in determining the amount of such claim) or both all parties to the dispute agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Within fifteen ten (1510) days after such written notice Demand Letter is sentdelivered, Acquiror (the parties on each of the one hand) and two sides to the Shareholders' Agents (on the other hand) dispute shall each select one arbitrator, and thereafter the two arbitrators so selected shall select a third arbitrator. The decision of the majority of the arbitrators as to the validity and amount of any claim in such Officer's Certificate pursuant to this Agreement shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 10.4, 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 with such decision. (cb) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ or San Mateo CountyJose, California under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an costs of arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' fees and costs, incurred be borne by the prevailing party to the arbitrationincurring such costs unless otherwise specified in certain other provisions of this Agreement.

Resolution of Conflicts. (a) In case the Shareholders' Agents shall so object in writing to any claim or claims by Acquiror Onvia made in any Officer's Certificate, Acquiror Onvia shall have thirty (30) 30 days to respond in a written statement to the objection of the Shareholders' Agents. If after such thirty (30) 30 day period there remains a dispute as to any claims, the Shareholders' Agents and Acquiror Onvia shall attempt in good faith for thirty (30) 30 days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agents and Acquiror Onvia should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Depository Agent. The Escrow Depository Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum. (b) If no such agreement can be reached after good faith negotiation, either Acquiror Onvia or the Shareholders' Agents may, by written notice to the other, demand arbitration of the matter unless the amount of the 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 three arbitrators. Within fifteen (15) 15 days after such written notice is sent, Acquiror Onvia (on the one hand) and the Shareholders' Agents (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the 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 Section 10.4, the Escrow Depository Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance with such decision. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ or San Mateo King County, California Washington under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' fees and costs, incurred by the prevailing party to the arbitration.

Resolution of Conflicts. (a) In case the Shareholders' Agents event the Indemnifying Party shall so object in writing to any claim or claims by Acquiror for indemnification made in any Officer's Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the Shareholders' Agents. If after such thirty (30) day period there remains a dispute as to any claimsClaim Notice, the Shareholders' Agents Buyer and Acquiror the Seller Representative shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties Parties with respect to each of such claims. If the Shareholders' Agents Buyer and Acquiror the Seller Representative should so agree, a memorandum written instrument setting forth such agreement shall be prepared and signed by both parties the Buyer and the Seller Representative and any indemnification obligations of the Indemnifying Parties thereunder shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund satisfied in accordance with the terms of the memorandumSection 12.8 below. (b) If no such agreement can be reached after good faith negotiation, either Acquiror or the Shareholders' Agents may, by written notice to the other, demand arbitration within thirty (30) days of the matter unless the amount date of the damage or loss is at issue in pending litigation with a third partyDispute Notice, in then any dispute which event arbitration shall cannot be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by mutual agreement will be finally settled by binding expedited arbitration conducted by three arbitratorsin Los Angeles, California, before a single arbitrator in accordance with the Expedited Commercial Dispute Resolution Procedures and Rules of the American Arbitration Association, as such procedures and rules may be amended from time to time and modified only as herein expressly provided. Within fifteen (15) days after such written notice is sent, Acquiror (on The arbitrator may enter a default decision against any party who fails to participate in the one hand) and the Shareholders' Agents (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitratorarbitration proceedings. The decision of the arbitrators arbitrator as to the validity and amount of any claim in such Officer's Certificate Claim Notice shall be binding and conclusive upon the parties Parties to this Agreement, and notwithstanding anything in Section 10.4, 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 with such decision. (c) . Judgment upon any award rendered by the arbitrators arbitrator may be entered in any court having jurisdiction. Any such The arbitrator shall determine how all expenses relating to the arbitration shall be held in Santa ▇▇▇▇▇ or San Mateo Countypaid, California under including the commercial rules then in effect respective expenses of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenseseach Party, the fees of each arbitrator, arbitrator and the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' fees and costs, incurred by the prevailing party to the arbitration.

Resolution of Conflicts. (a) In case the Shareholders' Agents Agent shall so object in writing to any claim or claims by Acquiror Active made in any Officer's Certificate, Acquiror Active shall have thirty (30) days to respond in a written statement to the objection of the Shareholders' AgentsAgent. If after such thirty (30) day period there remains a dispute as to any claims, the Shareholders' Agents Agent and Acquiror Active shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agents Agent and Acquiror Active should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum. (b) If no such agreement can be reached after good faith negotiation, either Acquiror Active or the Shareholders' Agents Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the 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 three arbitrators. Within fifteen (15) days after such written notice is sent, Acquiror Active (on the one hand) and the Shareholders' Agents Agent (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the 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 Section 10.410, 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 with such decision. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' fees and costs, incurred by the prevailing party to the arbitration.

Resolution of Conflicts. (a) In case the Shareholders' Agents shall so object in writing to any claim or claims by Acquiror made in any Officer's Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the Shareholders' Agents. If after such thirty (30) day period there remains event a dispute as to arises among the Parties in connection with any claimsmatter based upon or arising out of this Agreement, the Shareholders' Agents and Acquiror Parties shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agents and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on resolution for any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum. (b) If dispute, if no such agreement can be reached within thirty (30) days after good faith negotiation, either Acquiror or the Shareholders' Agents may, by written notice to the other, Party may demand arbitration of and the matter shall be settled by arbitration (unless the amount of the damage or loss Loss that is at issue in is the subject of a pending litigation with a third 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 arbitratorsone arbitrator mutually agreeable to Buyer and Seller. Within In the event that, within thirty (30) days after submission of any dispute to arbitration, Buyer and Seller cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such written notice is sentthirty (30) day period, Acquiror (on the one hand) Buyer and the Shareholders' Agents (on the other hand) Seller shall each select one arbitrator, and the . The two arbitrators so selected shall select a third arbitrator. If either Party fails to select an arbitrator during this fifteen (15) day period, then the Parties agree that the arbitration will be conducted by the one arbitrator selected by the other Party. (b) Any such arbitration shall be held in San Francisco, California, under the rules then in effect of the ICC. 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 ICC. The arbitrator or arbitrators, as the case may be, 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 law or equity, should the arbitrators 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 arbitrators 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 Claim Certificate shall be binding final, binding, and conclusive upon the parties Parties to this Agreement, Agreement (and notwithstanding anything in Section 10.4, the Escrow Agent each other Indemnified Party hereunder). Such decision shall be entitled to act in accordance with such written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). Within thirty (30) days of a decision and make or withhold payments out of the Escrow Fund in accordance with arbitrator(s) requiring payment by one Party to another, such decisionParty shall make the payment to such other Party. (c) Judgment upon The Parties consent to the jurisdiction of the Federal District Court located in San Francisco, California for the enforcement of these provisions and the entry of judgment on any award rendered by hereunder. In the arbitrators may be entered event that such court lacks jurisdiction over any proceeding submitted hereunder, the Parties shall submit to the jurisdiction of any State Court located in any San Francisco, California. Each Party has the right before or, if the arbitrator(s) cannot hear the matter within an acceptable period, during the arbitration, to seek and obtain from the appropriate court having jurisdictionprovisional remedies such as attachment, preliminary injunction, replevin, etc. Any such arbitration shall be held in Santa ▇▇▇▇▇ to avoid irreparable harm, maintain the status quo, or San Mateo County, California under preserve the commercial rules then in effect subject matter of the American Arbitration Associationarbitration. The non-prevailing party to an arbitration shall pay its own expensesExcept as set forth in this subsection (c), the fees of each arbitrator, forgoing arbitration provision shall apply to any dispute among the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' fees and costs, incurred by the prevailing party to the arbitrationParties under this Agreement.

Resolution of Conflicts. (a) In case the Shareholders' Agents Agent shall so object in writing to any claim or claims by Acquiror Niku made in any Officer's Certificate, Acquiror Niku shall have thirty (30) days to respond in a written statement to the objection of the Shareholders' AgentsAgent. If after such thirty (30) day period there remains a dispute as to any claims, the Shareholders' Agents Agent and Acquiror Niku shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agents Agent and Acquiror Niku should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum. (b) If no such agreement can be reached after good faith negotiation, either Acquiror Niku or the Shareholders' Agents Agent appropriate portion of may, by written notice to the other, demand arbitration of the matter unless the amount of the 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 three arbitrators. Within fifteen (15) days after such written notice is sent, Acquiror Niku (on the one hand) and the Shareholders' Agents Agent (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the 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 Section 10.410.3, 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 with such decision. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇Clar▇ ▇▇ or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' fees and costs, incurred by the prevailing party to the arbitration.

Resolution of Conflicts. (a) In case the Shareholders' Agents ’ Agent shall so object in writing to any claim or claims by Acquiror made in any Officer's Certificatepursuant to Section 10.2 above, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the Shareholders' Agents’ Agent. If after such thirty (30) day period there remains a dispute as to any claims, the Shareholders' Agents ’ Agent and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agents and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum. (b) If no such agreement can be reached after good faith negotiation, either Acquiror or the Shareholders' Agents ’ Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the 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 three arbitrators. Within fifteen (15) days after such written notice is sent, Acquiror (on the one hand) and the Shareholders' Agents ’ Agent (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any claim in such Officer's Certificate the Acquiror’s offset to the First Anniversary Merger Consideration shall be binding and conclusive upon the parties to this Agreement, and notwithstanding anything in Section 10.4, 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 with such decision. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' ’ fees and costs, incurred by the prevailing party to the arbitration.

Resolution of Conflicts. (a) In case the ShareholdersStockholders' Agents shall so object in writing to any claim or claims by Acquiror made in any Officer's Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the ShareholdersStockholders' Agents. If after such thirty (30) day period there remains a dispute as to any claims, the ShareholdersStockholders' Agents and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the ShareholdersStockholders' Agents and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum. (b) If no such agreement can be reached after good faith negotiation, either Acquiror or the ShareholdersStockholders' Agents may, by written notice to the other, demand arbitration of the matter unless the amount of the 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 three arbitrators. Within fifteen (15) days after such written notice is sent, Acquiror (on the one hand) and the ShareholdersStockholders' Agents (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the 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 Section 10.410.8, 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 with such decision. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' fees and costs, incurred by the prevailing party to the arbitration.

Resolution of Conflicts. (a) In case the Shareholders' Agents Securityholder Agent shall so object in writing to any claim or claims by Acquiror made in any Officer's Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the Shareholders' AgentsSecurityholder Agent. If after such thirty (30) day period there remains a dispute as to any claims, the Shareholders' Agents Securityholder Agent and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholders' Agents Securityholder Agent and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum. (b) If no such agreement can be reached after good faith negotiation, either Acquiror or the Shareholders' Agents Securityholder Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the 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 three arbitrators. Within fifteen (15) days after such written notice is sent, Acquiror (on the one hand) and the Shareholders' Agents Securityholder Agent (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the 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 Section 10.4, 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 with such decision. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ or San Mateo CountySeattle, California Washington under -44- the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' fees and costs, incurred by the prevailing party to the arbitration.

Resolution of Conflicts. (a) In case the ShareholdersStockholders' Agents Agent shall so object in writing to any claim or claims by Acquiror BSQUARE made in any Officer's Certificate, Acquiror BSQUARE shall have thirty (30) 30 days to respond in a written statement to the objection of the ShareholdersStockholders' AgentsAgent. If after such thirty (30) -day period there remains a dispute as to any claims, the ShareholdersStockholders' Agents Agent and Acquiror BSQUARE shall attempt in good faith for thirty (30) 30 days to agree upon the rights of the respective parties with respect to each of such claims. If the ShareholdersStockholders' Agents Agent and Acquiror BSQUARE should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares Cash or the Escrow Shares, as the case may be, from the Escrow Fund in accordance with the terms of the memorandum. (b) If no such agreement can be reached after good faith negotiation, either Acquiror BSQUARE or the ShareholdersStockholders' Agents Agent may, by written notice to the other, demand arbitration of the matter unless the amount of the 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 three arbitrators. Within fifteen (15) 15 days after such written notice is sent, Acquiror BSQUARE (on the one hand) and the ShareholdersStockholders' Agents Agent (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the 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, Agreement and notwithstanding anything in Section 10.4, 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 with such decision. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ or San Mateo King County, California Washington under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' fees and costs, incurred by the prevailing party to the arbitration.