THEY SHALL CALL IN THE UMPIRE AND THE DECISION
OF THE MAJORITY SHALL BE FINAL AND BINDING UPON ALL PARTIES.
JUDGMENT UPON THE
FINAL DECISION OF THE ARBITERS MAY BE ENTERED IN ANY COURT OF COMPETENT
JURISDICTION.
17
C.
EACH PARTICIPATING COMPANY THAT IS A PARTY TO THE DISPUTE SHALL BEAR THE
EXPENSE OF ITS OWN ARBITER, AND SHALL JOINTLY AND EQUALLY BEAR WITH THE OTHER
THE EXPENSE OF THE UMPIRE AND OF THE ARBITRATION.
IN THE EVENT THAT THE TWO
ARBITERS ARE CHOSEN BY THE REQUESTING PARTICIPATING COMPANY, AS ABOVE PROVIDED,
THE EXPENSE OF THE ARBITERS, THE UMPIRE AND THE ARBITRATION SHALL BE EQUALLY
DIVIDED BETWEEN THE PARTICIPATING COMPANIES THAT ARE PARTIES TO THE ARBITRATION.
ARTICLE XX
MISCELLANEOUS PROVISIONS
A.
HEADINGS USED HEREIN ARE NOT A PART OF THIS POOLING AGREEMENT AND SHALL
NOT AFFECT THE TERMS HEREOF.
B.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS UNDER THIS POOLING
AGREEMENT MUST BE IN WRITING AND WILL BE DEEMED TO HAVE BEEN DULY GIVEN OR MADE
AS FOLLOWS:
(A) IF SENT BY REGISTERED OR CERTIFIED MAIL IN THE UNITED STATES
RETURN RECEIPT REQUESTED, UPON RECEIPT; (B) IF SENT BY REPUTABLE OVERNIGHT AIR
COURIER, TWO BUSINESS DAYS AFTER MAILING; (C) IF SENT BY FACSIMILE TRANSMISSION,
WITH A COPY MAILED ON THE SAME DAY IN THE MANNER PROVIDED IN (A) OR (B) ABOVE,
WHEN TRANSMITTED AND RECEIPT IS CONFIRMED BY TELEPHONE; OR (D) IF OTHERWISE
ACTUALLY PERSONALLY DELIVERED, WHEN DELIVERED.
C.
THIS POOLING AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, PERMITTED ASSIGNS AND LEGAL
REPRESENTATIVES.
NEITHER THIS POOLING AGREEMENT, NOR ANY RIGHT OR OBLIGATION
HEREUNDER, MAY BE ASSIGNED BY ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER PARTY HERETO.
D.
THIS POOLING AGREEMENT MAY BE EXECUTED BY THE PARTIES HERETO IN ANY NUMBER
OF COUNTERPARTS, AND BY EACH OF THE PARTIES HERETO IN SEPARATE COUNTERPARTS,
EACH OF WHICH COUNTERPARTS, WHEN SO EXECUTED AND DELIVERED, SHALL BE DEEMED TO
BE AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND
THE SAME INSTRUMENT.
E.
THIS POOLING AGREEMENT WILL BE CONSTRUED, PERFORMED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS
PRINCIPLES OR RULES OF CONFLICT OF LAWS THEREOF TO
18
THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION.
F.
THIS POOLING AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR
AND CONTEMPORANEOUS AGREEMENTS, UNDERSTANDINGS, STATEMENTS, REPRESENTATIONS AND
WARRANTIES, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE
PARTIES AND THERE ARE NO GENERAL OR SPECIFIC WARRANTIES, REPRESENTATIONS OR
OTHER AGREEMENTS BY OR AMONG THE PARTIES IN CONNECTION WITH THE ENTERING INTO OF
THIS POOLING AGREEMENT OR THE SUBJECT MATTER HEREOF EXCEPT AS SPECIFICALLY SET
FORTH OR CONTEMPLATED HEREIN. IF ANY PROVISION OF THIS POOLING AGREEMENT IS HELD
TO BE VOID OR UNENFORCEABLE, IN WHOLE OR IN PART,