definiens: shall mean a third party who, during the pendancy of his or her involvement in matters specified in Section 2 and/or Section 15 of this Ag reement, does not and shall not have any ( personal or imputed ) with any of the Parties, as t hat term is defined in the Model Rules of Professio nal Conduct approved by the American Bar Association House of D elegates, August 2002, unless such conflict has bee n expressly waived by the non - conflicted Party or Par ties . For purposes of interpreting conflict of inte rest provisions of the Model Rules, ( i ) a party appearin g in a separate current matter before an arbitrator or mediator shall be deemed a of the arbitrator or med iator, ( ii ) a personal in on e or more members of a given ADR organization shall not creat e an imputed in the other me mbers of such ADR organization and ( iii ) none of the Regents, Wellstat and [COMPANY] will be considered a of the Hon . Herbert B. Hoffman solely by virtue of his act ing as a mediator in the negotiation of the Resolut ion Documents