but not limited to those documents attached as Exhibits
hereto.
(A)
IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES TO THIS AGREEMENT,
THE PARTIES HERETO FIRST SHALL USE THEIR BEST EFFORTS TO SETTLE THE DISPUTE,
CLAIM, QUESTION, OR DISAGREEMENT THROUGH NEGOTIATION. TO THIS EFFECT, THEY SHALL
CONSULT AND NEGOTIATE WITH EACH OTHER IN GOOD FAITH AND, RECOGNIZING THEIR
MUTUAL INTERESTS, ATTEMPT TO REACH A JUST AND EQUITABLE SOLUTION SATISFACTORY TO
ALL PARTIES. IF THEY DO NOT REACH SUCH SOLUTION WITHIN A PERIOD OF 30 DAYS,
THEN, UPON NOTICE BY ANY PARTY TO THE OTHERS, ALL DISPUTES, CLAIMS, QUESTIONS,
OR DIFFERENCES SHALL BE SUBJECT TO MEDIATION ADMINISTERED BY THE JUDICIAL
ARBITRATION AND MEDIATION SERVICE ("JAMS").
(B)
IN THE EVENT THAT A SUCCESSFUL RESOLUTION OF THE MATTER IS NOT
ACHIEVED WITHIN SIXTY (60) DAYS OF SUBMISSION TO MEDIATION OR AT ANY TIME AFTER
THE FORTY (40) DAYS HAS EXPIRED, ANY PARTY MAY DEMAND SUBMISSION TO
ARBITRATION.
THE COSTS OF ANY MEDIATION SHALL BE EQUALLY BORNE BY THE PARTIES
AND EACH PARTY SHALL BEAR ITS OWN EXPENSES AND ATTORNEY FEES. ALL SESSIONS
AND/OR CONFERENCES WILL BE HELD IN THE CITY OF BOSTON, MASSACHUSETTS.
(C)
ANY MATTER THAT CANNOT BE RESOLVED BY NEGOTIATION OR MEDIATION
SHALL BE SUBMITTED TO ARBITRATION. THE PARTIES AGREE TO HOLD THE ARBITRATION
HEARINGS IN BOSTON, MASSACHUSETTS PURSUANT TO THE JAMS COMPREHENSIVE ARBITRATION
RULES AND PROCEDURES ("JAMS RULES").
THE ARBITRATION SHALL BE HELD BEFORE A
SINGLE ARBITRATOR SELECTED BY THE PARTIES.
THE ARBITRATOR SHALL BE AN ATTORNEY
WITH NO LESS THAN TWENTY (20) YEARS EXPERIENCE IN MERGERS AND ACQUISITIONS,
EXCEPT THAT NO ATTORNEY WHO HAS REPRESENTED ANY PARTY TO THIS AGREEMENT SHALL BE
APPOINTED AS AN ARBITRATOR AND EACH PARTY TO THIS AGREEMENT RESERVES THE RIGHT
TO OBJECT TO THE APPOINTMENT OF ANY SUCH ARBITRATOR.
EACH PARTY AND THE
MEDIATOR OR ARBITRATOR SHALL BE BOUND TO KEEP ALL INFORMATION SHARED IN THE
RESOLUTION OF ANY DISPUTE CONFIDENTIAL. ANY FINAL AWARD RENDERED BY AN
ARBITRATOR SHALL BE FINAL AND BINDING UPON ALL PARTIES AND ALL PARTIES HEREBY
CONSENT TO THE FINALITY OF SAID AWARD, AGREE TO COMPLY THEREWITH AND AGREE THAT
A JUDGMENT ENFORCING SAID AWARD MAY BE RENDERED BY ANY COURT OF COMPETENT
JURISDICTION OVER ANY PARTY TO THE AWARD OR ANY PROPERTY SUBJECT TO THE AWARD
WITH THE COST OF ANY SAID ENFORCEMENT ACTION, INCLUDING ALL REASONABLE ATTORNEY
FEES INCURRED IN THE PROSECUTION THEREOF, TO BE ADDED TO THE AWARD.
(D)
ARBITRATION COSTS, ARBITRATORS' FEES AND REASONABLE ATTORNEYS'
FEES AND COSTS SHALL BE AWARDED TO THE PREVAILING PARTIES, IF ANY, BY THE
ARBITRATOR.
(E)
THIS SECTION 8.16 SHALL SURVIVE THE CANCELLATION, TERMINATION OR
EXPIRATION OF THIS AGREEMENT AND SHALL APPLY REGARDLESS WHETHER A CLOSING
OCCURS.
(F)
NO FAILURE ON THE PART OF ANY PARTY TO THIS AGREEMENT TO
EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT HEREUNDER SHALL OPERATE AS A
WAIVER THEREOF NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF
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ANY RIGHT HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY