1998 AGN FEB 03 I02 - Laserfiche WebLink

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DRAFT: 11/07/97 EXHIBIT "C" to the MASTER ENERGY PURCHASE AND SALE AGREEMENT ARBITRATION ANY DISPUTE OR NEED OF INTERPRETATION ARISING OUT OF THIS AGREEMENT PERTAINING TO THE CALCULATION OF A TERMINATION PAYMENT OR A PAYMENT REQUIRED PURSUANT TO SECTION 3.5 SHALL BE SUBMITTED TO BINDING ARBITRATION BY ONE ARBITRATOR WHO HAS NOT PREVIOUSLY BEEN EMPLOYED BY EITHER PARTY, AND DOES NOT HAVE A DIRECT OR INDIRECT INTEREST IN EITHER PARTY OR THE SUBJECT MATTER OF THE ARBITRATION. SUCH ARBITRATOR SHALL EITHER BE AS MUTUALLY AGREED BY THE PARTIES WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE FROM EITHER PARTY REQUESTING ARBITRATION, OR FAILING AGREEMENT, SHALL BE SELECTED UNDER THE EXPEDITED RULES OF THE AMERICAN ARBITRATION ASSOCIATION (THE "AAA"). SUCH ARBITRATION SHALL BE HELD IN ALTERNATING LOCATIONS OF THE HONE OFFICES OF SELLER AND BUYER, COMMENCING WITH SELLER'S OFFICE. THE RULES OF THE AAA SHALL APPLY TO THE EXTENT NOT INCONSISTENT WITH THE RULES HEREIN SPECIFIED. EITHER PARTY MAY INITIATE ARBITRATION BY WRITTEN NOTICE TO THE OTHER PARTY AND THE ARBITRATION SHALL BE CONDUCTED ACCORDING TO THE FOLLOWING: (a) NOT LATER THAN SEVEN (7) DAYS PRIOR To THE HEARING DATE SET BY THE ARBITRATOR EACH PARTY SHALL SUBMIT A BRIEF WITH A SINGLE PROPOSAL FOR SETTLEMENT, (b) THE HEARING SHALL BE CONDUCTED ON A CONFIDENTIAL BASIS WITHOUT CONTINUANCE OR ADJOURNMENT, (c) THE ARBITRATOR SHALL BE LIMITED TO SELECTING ONLY ONE OF THE TWO PROPOSALS SUBMITTED BY THE PARTIES, (d) EACH PARTY SHALL DIVIDE EQUALLY THE COST OF THE ARBITRATOR AND THE HEARING AND EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN EXPENSES AND THOSE OF ITS COUNSEL AND REPRESENTATIVES AND (e) EVIDENCE CONCERNING THE FINANCIAL POSITION OR ORGANIZATIONAL MAKE-UP OF THE PARTIES, ANY OFFER MADE OR THE DETAILS OF ANY NEGOTIATION PRIOR TO ARBITRATION AND THE COST TO THE PARTIES OF THEIR REPRESENTATIVES AND COUNSEL SHALL NOT BE ADMISSIBLE. EACH PARTY UNDERSTANDS THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE WITH RESPECT TO ANY DISPUTE OR NEED OF INTERPRETATION PERTAINING TO THE CALCULATION OF'A TERMINATION PAYMENT OR A PAYMENT REQUIRED PURSUANT TO SECTION 3.5 OF THIS AGREEMENT.. AFTER SIGNING THIS AGREEMENT, EACH PARTY UNDERSTANDS THAT IT WILL NOT BE ABLE TO BRING A LAWSUIT CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THE ARBITRATION PROVISION. INSTEAD, EACH PARTY AGREES TO SUBMIT ANY SUCH DISPUTE TO AN IMPARTIAL ARBITRATOR. -- i - - --- - - -- - -- , -- - -- - -- -1