EVENT THE PARTIES HERETO ARE UNABLE TO
RESOLVE ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE PARTIES MAY MUTUALLY
AGREE TO ARBITRATE AS SET FORTH BELOW.
(A)
THERE SHALL BE ONE ARBITRATOR.
IF THE PARTIES SHALL FAIL TO
SELECT A MUTUALLY ACCEPTABLE ARBITRATOR WITHIN TEN (10) DAYS AFTER THE DEMAND
FOR ARBITRATION IS MAILED, THEN THE PARTIES STIPULATE TO ARBITRATION BEFORE A
RETIRED JUDGE SITTING ON THE LOS ANGELES, CALIFORNIA, JUDICIAL ARBITRATION
MEDIATION SERVICES (JAMS) PANEL.
(B)
THE SUBSTANTIVE LAW OF THE STATE OF CALIFORNIA SHALL BE APPLIED BY
THE ARBITRATOR.
(C)
ARBITRATION SHALL TAKE PLACE IN LOS ANGELES, CALIFORNIA, UNLESS
THE APPLICABLE PROFESSIONAL CORPORATION AND A MAJORITY OF THE OTHER PARTIES
OTHERWISE AGREE.
AS SOON AS REASONABLY PRACTICABLE, A HEARING WITH RESPECT TO
THE DISPUTE OR MATTER TO BE RESOLVED SHALL BE CONDUCTED BY THE ARBITRATOR.
AS
SOON AS REASONABLY PRACTICABLE THEREAFTER, THE ARBITRATOR SHALL ARRIVE AT A
FINAL DECISION, WHICH SHALL BE REDUCED TO WRITING, SIGNED BY THE ARBITRATOR AND
MAILED TO EACH OF THE PARTIES AND THEIR LEGAL COUNSEL.
(D)
ALL DECISIONS OF THE ARBITRATOR SHALL BE FINAL, BINDING AND
CONCLUSIVE ON THE PARTIES AND SHALL CONSTITUTE THE ONLY METHOD OF RESOLVING
DISPUTES OR MATTERS SUBJECT TO ARBITRATION PURSUANT TO THIS AGREEMENT.
THE
ARBITRATOR OR A COURT OF APPROPRIATE JURISDICTION MAY ISSUE A WRIT OF EXECUTION
TO ENFORCE THE ARBITRATOR'S JUDGMENT. JUDGMENT MAY BE ENTERED UPON SUCH A
DECISION IN ACCORDANCE WITH APPLICABLE LAW IN ANY COURT HAVING JURISDICTION
THEREOF.
9
(E)
NOTWITHSTANDING THE FOREGOING, BECAUSE TIME IS OF THE ESSENCE OF
THIS AGREEMENT, THE PARTIES SPECIFICALLY RESERVE THE RIGHT TO SEEK A JUDICIAL
TEMPORARY RESTRAINING ORDER, PRELIMINARY INJUNCTION, OR OTHER SIMILAR SHORT TERM
EQUITABLE RELIEF, AND GRANT THE ARBITRATOR THE RIGHT TO MAKE A FINAL
DETERMINATION OF THE PARTIES' RIGHTS, INCLUDING WHETHER TO MAKE PERMANENT OR
DISSOLVE SUCH COURT ORDER.
(F)
NOTWITHSTANDING THE FOREGOING, ANY AND ALL ARBITRATION
PROCEEDINGS ARE CONDITIONAL UPON SUCH PROCEEDINGS BEING COVERED WITHIN THE
PARTIES' RESPECTIVE RISK INSURANCE POLICIES.
9.15
ATTORNEYS' FEES.
SHOULD ANY OF THE PARTIES HERETO INSTITUTE ANY
ACTION OR PROCEDURE TO ENFORCE THIS AGREEMENT OR ANY PROVISION HEREOF (INCLUDING
WITHOUT LIMITATION, ARBITRATION), OR FOR DAMAGES BY REASON OF ANY ALLEGED BREACH
OF THIS AGREEMENT OR OF ANY PROVISION HEREOF, OR FOR A DECLARATION OF RIGHTS
HEREUNDER (INCLUDING, WITHOUT LIMITATION, BY MEANS OF ARBITRATION), THE
PREVAILING PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE ENTITLED TO RECEIVE
FROM THE OTHER PARTY ALL COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION
REASONABLE ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH
SUCH ACTION OR PROCEEDING.
9.16
FURTHER ASSURANCES.
THE PARTIES SHALL TAKE SUCH ACTIONS AND
EXECUTE AND DELIVER SUCH FURTHER DOCUMENTATION AS MAY REASONABLY BE REQUIRED IN
ORDER TO GIVE EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE
INTENTIONS OF THE PARTIES HERETO.
9.17
RIGHTS CUMULATIVE.
THE VARIOUS RIGHTS AND REMEDIES HEREIN GRANTED
TO THE RESPECTIVE PARTIES HERETO SHALL BE CUMULATIVE AND IN ADDITION TO ANY
OTHER RIGHTS ANY SUCH PARTY MAY BE ENTITLED TO UNDER LAW.
THE