BREACH OF THIS AGREEMENT WHICH MAY HAVE OCCURRED
AND OTHERWISE ENFORCING ITS RIGHTS AND REMEDIES HEREUNDER OR AT LAW OR EQUITY IN
CONNECTION THEREWITH; AND
(B)
THE BUYER WILL (I) DELIVER TO THE SELLER ALL
DOCUMENTS, WORK PAPERS AND OTHER MATERIALS OF THE SELLER, THE SOLD COMPANIES,
THE VENTURE ENTITIES AND THE SUBSIDIARIES PREVIOUSLY DELIVERED TO THE BUYER AND
RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER SO OBTAINED BEFORE OR
AFTER THE EXECUTION HEREOF, AND (II) SHALL COMPLY WITH THE CONFIDENTIALITY
AGREEMENT.
ARTICLE XI
DISPUTE RESOLUTION
11.1
Dispute Resolution.
(A)
GENERAL.
ANY DISAGREEMENT, DISPUTE,
CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
INTERPRETATION HEREOF OR ANY ARRANGEMENTS RELATING HERETO OR CONTEMPLATED HEREIN
OR THE VALIDITY, BREACH OR TERMINATION HEREOF (EACH, INDIVIDUALLY, A "DISPUTE")
SHALL BE RESOLVED AND SETTLED PURSUANT TO THE TERMS OF THIS ARTICLE 11.
IN THE
EVENT OF A DISPUTE BETWEEN THE PARTIES, EITHER PARTY (THE "CLAIMANT") MAY
INITIATE THE DISPUTE RESOLUTION PROCEDURES OF THIS SECTION 11.1 BY PROVIDING
WRITTEN NOTICE (THE "NOTICE OF CLAIM") TO THE OTHER PARTY (THE "RESPONDENT")
IDENTIFYING THE NATURE AND SCOPE OF THE DISPUTE AND STATING THE DESIRE TO
RESOLVE THE DISPUTE.
INSOFAR AS IS PRACTICABLE, ANY DOCUMENTATION THAT SUPPORTS
THE CLAIMANT'S NOTICE OF CLAIM SHALL BE INCLUDED WITH SAID NOTICE OF CLAIM.
WITHIN FIFTEEN (15) DAYS AFTER RECEIVING THE NOTICE OF CLAIM, RESPONDENT WILL
RESPOND IN WRITING BY STATING ITS POSITION
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(including any related claims it may have) and setting forth a proposed
resolution of the Dispute.
Insofar as is practicable, any documentation that
supports the Respondent's defense shall be included with such response.
If
Claimant and Respondent are not able to resolve the Dispute within ten (10) days
thereafter, then the parties shall proceed in accordance with the provisions of
Section 11.1(b) hereof.
(B)
INFORMAL RESOLUTION.
IF A DISPUTE IS NOT
PROMPTLY RESOLVED AFTER THE SUBMISSION OF THE NOTICE OF CLAIM AND RESPONSE
SPECIFIED IN SECTION 11.1(A) HEREOF, THEN EACH PARTY SHALL PROMPTLY NOMINATE A
SENIOR OFFICER OF ITS MANAGEMENT TO MEET TO RESOLVE THE DISPUTE.
(C)
ARBITRATION.
IF THE PARTIES HAVE NOT
RESOLVED THE DISPUTE WITHIN FIFTEEN (15) DAYS AFTER THE DATE OF THE COMMENCEMENT
OF INFORMAL RESOLUTION PROCEEDINGS SET FORTH IN PARAGRAPH (B) ABOVE, THEN EITHER
PARTY MAY INITIATE ARBITRATION OF THE DISPUTE BY NOTIFYING THE OTHER PARTY IN
WRITING THAT ARBITRATION OF THE DISPUTE IS DEMANDED.
THE ARBITRATION SHALL BE
CONDUCTED IN ACCORDANCE WITH THE CPR INSTITUTE FOR DISPUTE RESOLUTION RULES FOR
NON-ADMINISTERED ARBITRATION (THE "RULES") BY ONE (1) ARBITRATOR.
UNLESS THE
PARTIES AGREE ON AN INDIVIDUAL ARBITRATOR BY NAME, EACH PARTY SHALL APPOINT
ONE (1) ARBITRATOR, OBTAIN ITS APPOINTEE'S ACCEPTANCE OF SUCH APPOINTMENT, AND
DELIVER WRITTEN NOTIFICATION OF SUCH APPOINTMENT AND ACCEPTANCE TO THE OTHER
PARTY WITHIN TEN (10) DAYS AFTER DELIVERY OF THE WRITTEN NOTICE DEMANDING
ARBITRATION.
THE TWO PARTY APPOINTED ARBITRATORS SHALL THEN JOINTLY APPOINT A
THIRD ARBITRATOR, OBTAIN THE APPOINTEE'S ACCEPTANCE OF SUCH APPOINTMENT AND
NOTIFY THE PARTIES IN WRITING OF SUCH APPOINTMENT AND ACCEPTANCE WITHIN TEN