(A) A STATEMENT OF
THAT PARTY'S POSITION AND A SUMMARY OF ARGUMENTS SUPPORTING THAT POSITION, AND
(B) THE NAME AND TITLE OF THE EXECUTIVE WHO WILL REPRESENT THAT PARTY AND OF ANY
OTHER PERSON WHO WILL ACCOMPANY THE EXECUTIVE.
WITHIN 30 DAYS AFTER DELIVERY OF
THE INITIAL NOTICE, THE EXECUTIVES OF BOTH PARTIES SHALL MEET AT A MUTUALLY
ACCEPTABLE TIME AND PLACE, AND THEREAFTER AS OFTEN AS THEY REASONABLY DEEM
NECESSARY, TO ATTEMPT TO RESOLVE THE DISPUTE.
ALL NEGOTIATIONS PURSUANT TO THIS
SECTION 28.2 ARE CONFIDENTIAL AND SHALL BE TREATED AS COMPROMISE AND SETTLEMENT
NEGOTIATIONS FOR PURPOSES OF APPLICABLE RULES OF EVIDENCE.
28.3
ARBITRATION.
IF THE DISPUTE HAS NOT BEEN RESOLVED BY NEGOTIATION
AS PROVIDED HEREIN WITHIN 45 DAYS AFTER DELIVERY OF THE INITIAL NOTICE OF
NEGOTIATION, OR IF THE PARTIES FAILED TO MEET WITHIN 30 DAYS AFTER SUCH
DELIVERY, THE DISPUTE SHALL BE FINALLY RESOLVED BY BINDING ARBITRATION BEFORE
THREE ARBITRATORS IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE
AMERICAN ARBITRATION ASSOCIATION ("AAA") THEN PERTAINING.
THE THREE ARBITRATORS
SHALL BE APPOINTED BY THE AAA AND SHALL EACH BE NEUTRAL, INDEPENDENT,
DISINTERESTED, IMPARTIAL AND SHALL ABIDE BY THE CODE OF ETHICS FOR ARBITRATORS
IN COMMERCIAL DISPUTES APPROVED BY THE AAA.
THE PARTIES HEREBY CONSENT TO THE
JURISDICTION OF THE FEDERAL DISTRICT COURT FOR THE DISTRICT IN WHICH THE
ARBITRATION IS HELD FOR THE ENFORCEMENT OF THIS PROVISION AND THE ENTRY OF
JUDGMENT ON ANY AWARD RENDERED HEREUNDER.
SHOULD SUCH COURT FOR ANY REASON LACK
JURISDICTION, ANY COURT WITH JURISDICTION SHALL ENFORCE THIS CLAUSE AND ENTER
JUDGMENT ON ANY AWARD.
THE PLACE OF ARBITRATION WILL BE DENVER, COLORADO OR
SUCH OTHER NEUTRAL SITE AS THE PARTIES MAY JOINTLY SELECT.
28.4
INJUNCTIVE RELIEF.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION
28, EACH PARTY SHALL BE ENTITLED TO SEEK INJUNCTIVE RELIEF AT ANY TIME IN ANY
COURT OF COMPETENT JURISDICTION.
23
29.
FORCE MAJEURE.
NO PARTY SHALL BE DEEMED TO BE IN BREACH OF THIS AGREEMENT OR OTHERWISE BE
LIABLE TO THE OTHER PARTY BY REASON OF ANY DELAY IN PERFORMING OR FAILURE TO
PERFORM ANY OBLIGATIONS HEREUNDER TO THE EXTENT THAT SUCH DELAY OR FAILURE WAS
DUE TO ANY EVENT OF FORCE MAJEURE OF WHICH IT HAS NOTIFIED THE OTHER PARTY, AND
THE TIME OF PERFORMANCE OF THAT OBLIGATION SHALL BE EXTENDED ACCORDINGLY.
IF
THE EVENT OF FORCE MAJEURE PREVAILS FOR A CONTINUOUS PERIOD IN EXCESS OF THREE
MONTHS, THE PARTIES SHALL ENTER INTO BONA FIDE DISCUSSIONS WITH A VIEW TO
ALLEVIATING ITS EFFECTS OR TO AGREE TO SUCH ALTERNATIVE ARRANGEMENTS AS MAY BE
FAIR AND REASONABLE.
WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, THE
FOLLOWING WITHOUT LIMITATION SHALL BE REGARDED AS EVENTS OF FORCE MAJEURE: ACTS
OF GOD; EXPLOSIONS; FLOODS; TEMPEST; FIRES OR ACCIDENTS; WAR OR THREAT OF WAR;
ACTS, RESTRICTIONS OR REGULATIONS OF ANY GOVERNMENT OR GOVERNMENTAL AGENCY;
IMPORT OR EXPORT REGULATIONS OR EMBARGOES; STRIKES OR OTHER LABOR TROUBLES NOT
LIMITED TO THE LABOR FORCE OF THE AFFECTED PARTY; DIFFICULTIES IN OBTAINING RAW
MATERIALS; POWER FAILURE OR BREAKDOWNS