definiens: shall mean a third party who, during the pendancy of his or her involvement in matters specified in Section 10 of this Agreement, does not and shall not have * CONFIDENTIAL TREATMENT REQUESTED 2 any ( personal or imputed ) wi th any of the Parties, as that term is defined in t he Model Rules of Professional conduct approved by the American Ba r Association House Delegates, August 2002, unless such conflict has been expressly waived by the non - confl icted Party of Parties . For purposes of interpretin g conflict of interest provisions of the Model Rules, ( i ) party a ppearing in a separate current matter before an arb itrator or mediator shall be deemed a of the arbitrat or or mediator, ( ii ) a personal in one or more members of a given ADR organizations shall not create an imputed in the ot her members as such ADR organization and ( iii ) none of the Regents, Wellstat and [COMPANY] will be consider ed a of the Hon Herbert B. Hoffman solely by vi rtue of his acting as a mediator in the negotiation of the Resolution Documents