Common use of Dispute Resolution; Mediation Clause in Contracts

Dispute Resolution; Mediation. (a) Either party may commence the dispute resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives 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. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. In the event of any claim, dispute or other matter in controversy between the Members arising under this Agreement, each Member agrees that, prior to commencing any lawsuit relating to such claim, dispute or other matter in controversy, (ai) Either party may it shall notify the other Member in writing of the claim, dispute or other matter in controversy, including a reasonably detailed explanation of such Member’s understanding of the respective positions of each of the Members with respect to the matters in dispute; (ii) the respective chief executive officers of Equity Residential and AVB or their designees shall meet and confer at a mutually convenient time and place within twenty (20) Business Days following the request of either Member concerning such claim, dispute or other matter in controversy (such period is referred to herein as the “Discussion Period”); (iii) if the Members are unable during the Discussion Period to reach a final agreement concerning such claim, dispute or other matter in controversy, then, prior to commencing any lawsuit relating to such dispute, the Member that would intend to commence such lawsuit shall deliver a written request to the other Member for non-binding mediation to be administered by the New York, New York office of Judicial Arbitration & Mediation Services, Inc. or its successor (“JAMS”) or any other office of JAMS agreed to by the Members, in accordance with JAMS’s mediation procedures in effect on the date of the Agreement (and if the Members cannot agree on the selection of a mediator, the Member asserting the claim, dispute resolution process or controversy shall file a request in writing for the appointment of a mediator with the New York, New York office of JAMS, with a copy of the request being served on the other Member, and the mediation shall be conducted by the appointed mediator). Mediation shall proceed in advance of the commencement of any lawsuit for a period of 60 days from the date that the applicable Member’s request for commencement of the mediation procedure was delivered to the other Member. The parties shall share the mediator’s fee and any filing fees equally. Without limiting any other applicable limitation in this Agreement, in no event shall the procedures and limitations set forth in this Section 8.2 by giving 12.13 limit or condition the right of any Member to commence a lawsuit against any third party or to file an answer or counterclaim or cross-claim (including, without limitation, as against the other party written notice (a “Dispute Notice”Member) of in any lawsuit that has been commenced by any third party. The Members agree that the provisions in this Section 12.13 shall apply to any claim, dispute or controversy asserted by any Member, but once the Members have engaged in the Discussion Period and mediation procedures provided for herein with respect to such claim, dispute or controversy, claim no Member shall be bound to comply with the Discussion Period and mediation procedures provided for herein with respect to any further claim, dispute or dispute of whatever nature arising out of controversy that relates to substantially the same acts, omissions or relating occurrences with respect to which the Discussion Period and mediation procedures provided for herein have already taken place. The Members agree that the discussions during the Discussion Period or in connection with this Agreementsuch mediation procedures are intended to be settlement communications, and accordingly (i) none of the discussions during the Discussion Period or in connection with such mediation procedures, nor any Ancillary Agreement proposals (whether written or oral), correspondence, or documents of any kind generated during the period of and in connection with the Discussion Period or in connection with such mediation procedures, shall be raised, disclosed or admissible in any judicial, arbitration or similar proceeding for any purpose nor shall any such discussions, proposals, correspondence or documents be used as a defense or counter-claim in any action; (ii) such discussions, proposals, correspondence or documents are without prejudice to any of the parties’ rights, defenses and remedies at law, in equity or hereunder; and (iii) neither the preparation, distribution, response to or failure to respond to any such discussions, proposals, correspondence or documents shall constitute an agreement, or the breachbasis on which any party may claim reliance on any agreement, termination, enforceability except to the extent that the Members in connection with the discussions during the Discussion Period or validity thereof (in connection with such mediation procedures enter into a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementwritten agreement that is intended to be definitive and binding. The parties shall attempt in good faith foregoing provisions are intended to resolve any Dispute by negotiation between executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, who are at a higher level of management be broader than the Persons who have direct responsibility for restrictions on admissibility with respect to settlement discussions contained in any applicable state or federal statute or rule of court, including, without limitation, Rule 408 of the administration Federal Rules of this Agreement Evidence. If the Members or Management Committee Representatives reach an impasse over a proposed Major Decision or any other proposed decision requiring the Approval of the Members or the relevant Ancillary Agreement. Within fifteen (15) days after delivery Approval of the Dispute NoticeManagement Committee, at the receiving party shall submit election of either Member, upon not less than ten (10) Business Days’ notice to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute NoticeMember, the Senior Party Representatives of both parties Discussion Period and non-binding mediation process provided for in this Section 12.13 shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessarybe commenced, to attempt assist the Members in attempting to resolve the Dispute. The parties shall cooperate in good faith impasse, notwithstanding that no claim, dispute or other controversy with respect to any reasonable requests for exchanges of Information regarding the Dispute or which a Response theretoMember may seek to commence a lawsuit then exists with respect to such matter.

Dispute Resolution; Mediation. (a) Either party Any Party (a “Claimant Party”) may commence the dispute resolution process of this Section 8.2 9.02 by giving the other party Party or Parties with whom there is such a controversy, claim or dispute written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties relevant Parties shall attempt in good faith to resolve any Dispute by negotiation between among executives of each party such Parties (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 15 days after delivery of the Dispute Notice, the receiving party Party or Parties (the “Responding Parties” and, together with the Claimant Party, the “Dispute Parties”) shall submit to the other Dispute Party or Parties a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Dispute Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyDispute Party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Dispute Parties will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the Dispute 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. The parties Dispute Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (a) Either party Party may commence the dispute resolution process of this Section 8.2 10.02 by giving the other party Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party hereto (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 15 days after delivery of the Dispute Notice, the receiving party Party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties 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. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (a) Either party Party (a “Claimant Party”) may commence the dispute resolution process of this Section 8.2 7.02 by giving the other party Party with whom there is such a controversy, claim or dispute written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties NewCo and IAC shall attempt in good faith to resolve any Dispute by negotiation between among their respective executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 30 days after delivery of the Dispute Notice, the receiving party Party (the “Responding Party” and, together with the Claimant Party, the “Dispute Parties”) shall submit to the other Dispute Party a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Dispute Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyDispute Party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties NewCo and IAC will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties NewCo and IAC shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties NewCo and IAC shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (a) Either party Any Party may, and may cause or permit a member of its Group (a “Claimant Party”) to, commence the dispute resolution process of this Section 8.2 12.02 with a Responding Party with whom there is any Dispute by giving the other party such Responding Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating such Dispute to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which extent that it has not been resolved in the normal course of business or as provided in business. To the relevant Ancillary Agreement. The parties extent that they are Parties, the Dispute Parties shall, and to the extent that they are not Parties, the Parties shall cause the Dispute Parties to, attempt in good faith to resolve any Dispute by negotiation between among their respective executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 15 days after delivery of the Dispute Notice, to the receiving party extent that it is a Party, the Responding Party shall, and to the extent that the Responding Party is not a Party, the Parties of such Responding Party’s Group shall cause such Responding Party to, submit to the other Claimant Party a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Dispute Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyDispute Party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Dispute Parties will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the Dispute 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. The parties To the extent that they are Parties, the Dispute Parties shall, and to the extent that they are not Parties, the Parties shall cause the Dispute Parties to, cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (a) Either party Party may commence the dispute resolution process of this Section 8.2 6.2 by giving the other party Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (each a “Senior Party RepresentativesRepresentative”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyParty’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives 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. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (ai) Either Any party hereto may commence the dispute resolution process of this Section 8.2 8.12(b) by giving the other applicable party hereto written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties hereto shall attempt in good faith to resolve any Dispute by negotiation between executives of each party hereto (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days *** after delivery of the Dispute Notice, the receiving party shall submit to the other delivering party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties hereto will attempt to settle the Dispute. Within thirty (30) days *** after the delivery of the Dispute Notice, the Senior Party Representatives of both the parties hereto shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties hereto shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (a) Either party Party may commence the dispute resolution process of this Section 8.2 by giving the other party Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (each a “Senior Party RepresentativesRepresentative”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyParty’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives 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. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (ai) Either party Any Party may commence the dispute resolution process of this Section 8.2 6.12(b) by giving the other party applicable Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days *** after delivery of the Dispute Notice, the receiving party Party shall submit to the other delivering Party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. to settle the Dispute. Within thirty (30) days *** after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the applicable 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. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (a) Either party Party (a “Claimant Party”) may commence the dispute resolution process of this Section 8.2 7.02 by giving the other party Party with whom there is such a controversy, claim or dispute written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Match and IAC shall attempt in good faith to resolve any Dispute by negotiation between among their respective executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 15 days after delivery of the Dispute Notice, the receiving party Party (the “Responding Party” and, together with the Claimant Party, the “Dispute Parties”) shall submit to the other Dispute Party a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Dispute Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyDispute Party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Match and IAC will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties Match and IAC shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties Match and IAC shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (ai) Either party Any Party may commence the dispute resolution process of this Section 8.2 10.11(b) by giving the other party applicable Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other delivering Party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the applicable 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. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (ai) Either party Any Party may commence the dispute resolution process of this Section 8.2 ‎Section 10.11(b) by giving the other party applicable Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other delivering Party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the applicable 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. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. In the event of any claim, dispute or other matter in controversy between the Members arising under this Agreement, each Member agrees that, prior to commencing any lawsuit relating to such claim, dispute or other matter in controversy, (ai) Either party may it shall notify the other Member in writing of the claim, dispute or other matter in controversy, including a reasonably detailed explanation of such Member’s understanding of the respective positions of each of the Members with respect to the matters in dispute; (ii) the respective chief executive officers of Equity Residential and AVB or their designees shall meet and confer at a mutually convenient time and place within twenty (20) Business Days following the request of either Member concerning such claim, dispute or other matter in controversy (such period is referred to herein as the “Discussion Period”); (iii) if the Members are unable during the Discussion Period to reach a final agreement concerning such claim, dispute or other matter in controversy, then, prior to commencing any lawsuit relating to such dispute, the Member that would intend to commence such lawsuit shall deliver a written request to the other Member for non-binding mediation to be administered by the New York, New York office of Judicial Arbitration & Mediation Services, Inc. or its successor (“JAMS”) or any other office of JAMS agreed to by the Members, in accordance with JAMS’s mediation procedures in effect on the date of the Agreement (and if the Members cannot agree on the selection of a mediator, the Member asserting the claim, dispute resolution process or controversy shall file a request in writing for the appointment of a mediator with the New York, New York office of JAMS, with a copy of the request being served on the other Member, and the mediation shall be conducted by the appointed mediator). Mediation shall proceed in advance of the commencement of any lawsuit for a period of 60 days from the date that the applicable Member’s request for commencement of the mediation procedure was delivered to the other Member. The parties shall share the mediator’s fee and any filing fees equally. Without limiting any other applicable limitation in this Agreement, in no event shall the procedures and limitations set forth in this Section 8.2 by giving 11.13 limit or condition the right of any Member to commence a lawsuit against any third party or to file an answer or counterclaim or cross-claim (including, without limitation, as against the other party written notice (a “Dispute Notice”Member) of in any lawsuit that has been commenced by any third party. The Members agree that the provisions in this Section 11.13 shall apply to any claim, dispute or controversy asserted by any Member, but once the Members have engaged in the Discussion Period and mediation procedures provided for herein with respect to such claim, dispute or controversy, claim no Member shall be bound to comply with the Discussion Period and mediation procedures provided for herein with respect to any further claim, dispute or dispute of whatever nature arising out of controversy that relates to substantially the same acts, omissions or relating occurrences with respect to which the Discussion Period and mediation procedures provided for herein have already taken place. The Members agree that the discussions during the Discussion Period or in connection with this Agreementsuch mediation procedures are intended to be settlement communications, and accordingly (i) none of the discussions during the Discussion Period or in connection with such mediation procedures, nor any Ancillary Agreement proposals (whether written or oral), correspondence, or documents of any kind generated during the period of and in connection with the Discussion Period or in connection with such mediation procedures, shall be raised, disclosed or admissible in any judicial, arbitration or similar proceeding for any purpose nor shall any such discussions, proposals, correspondence or documents be used as a defense or counter-claim in any action; (ii) such discussions, proposals, correspondence or documents are without prejudice to any of the parties’ rights, defenses and remedies at law, in equity or hereunder; and (iii) neither the preparation, distribution, response to or failure to respond to any such discussions, proposals, correspondence or documents shall constitute an agreement, or the breachbasis on which any party may claim reliance on any agreement, termination, enforceability except to the extent that the Members in connection with the discussions during the Discussion Period or validity thereof (in connection with such mediation procedures enter into a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementwritten agreement that is intended to be definitive and binding. The parties shall attempt in good faith foregoing provisions are intended to resolve any Dispute by negotiation between executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, who are at a higher level of management be broader than the Persons who have direct responsibility for restrictions on admissibility with respect to settlement discussions contained in any applicable state or federal statute or rule of court, including, without limitation, Rule 408 of the administration Federal Rules of this Agreement Evidence. If the Members or Management Committee Representatives reach an impasse over a proposed Major Decision or any other proposed decision requiring the Approval of the Members or the relevant Ancillary Agreement. Within fifteen (15) days after delivery Approval of the Dispute NoticeManagement Committee, at the receiving party shall submit election of either Member, upon not less than ten (10) Business Days’ notice to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute NoticeMember, the Senior Party Representatives of both parties Discussion Period and non-binding mediation process provided for in this Section 11.13 shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessarybe commenced, to attempt assist the Members in attempting to resolve the Dispute. The parties shall cooperate in good faith impasse, notwithstanding that no claim, dispute or other controversy with respect to any reasonable requests for exchanges of Information regarding the Dispute or which a Response theretoMember may seek to commence a lawsuit then exists with respect to such matter.

Dispute Resolution; Mediation. (ai) Either party Any Party may commence the dispute resolution process of this Section 8.2 ‎Section 8.11(b) by giving the other party applicable Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days *** after delivery of the Dispute Notice, the receiving party Party shall submit to the other delivering Party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days *** after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the applicable 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. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (a) Either party Party may commence the dispute resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties Parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyParty’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties 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. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (a) Either party hereto may commence the dispute resolution process of this Section 8.2 by giving the other party hereto written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties hereto shall attempt in good faith to resolve any Dispute by negotiation between executives of each party hereto (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties hereto will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties hereto shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties hereto shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (a) Either party may commence the dispute resolution process of this Section 8.2 10.1 by giving the other party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party hereto (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 15 days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives 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. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (a) 8.2.1 Either party Party may commence the dispute resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties Parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyParty’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties 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. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto.

Dispute Resolution; Mediation. (ai) Either party Any Party may commence the dispute resolution process of this Section 8.2 8.11(b) by giving the other party applicable Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days *** after delivery of the Dispute Notice, the receiving party Party shall submit to the other delivering Party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days *** after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the applicable 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. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto.