ENDISPUTE. Each of the parties to the arbitration shall bear its own expenses, except that all expenses relating to the fees of the arbitrators and the administrative fee of the American Arbitration Association shall be shared equally between the parties. If the parties are not able to agree upon the rate of compensation of the impartial and neutral arbitrator, the American Arbitration Association shall determine such rate based upon the normal and customary hourly or daily consulting rate of such impartial and neutral arbitrator. The arbitrators shall be instructed to conduct the arbitration in a manner as expeditious as reasonably possible, consistent with the parties’ intention to have a full and fair hearing on the merits of the disputed matter. Unless otherwise agreed by the parties, the parties shall make their initial and any supplemental claims to the arbitration panel within 20 days after the Arbitration Request. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the majority of the three arbitrators to discover relevant information from the opposing parties about the subject matter of the dispute. The majority of the three arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the majority of the three arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. Each party shall supply to the other party copies of any and all materials that are supplied to the arbitrators concurrently with delivery of such materials to the arbitrators. At least five days prior to the commencement of any hearing on the merits before the arbitration panel, each party shall deliver to the arbitrators and to the other party a list of all witnesses whose testimony such party tends to introduce in connection with all such hearings as well as copies of all documents not previously delivered which such party intends to introduce into evidence or to rely upon in connection with such hearings. The decision of a majority of the three arbitrators as to the validity and amount of any claim shall be final, binding, and conclusive upon the parties to this Agreement. Such conclusions shall be set forth in a written award, judgment, decree or order awarded by the arbitrators, and the Escrow Agent shall be entitled to rely on, and make distributions from the Indemnification Escrow Fund in accordance with, the terms of such award, judgment, decree or order as applicable. Within 30 days of a decision of the arbitrators requiring payment by one party to another, such party shall make the payment to such other party or, in the case of a payment to a Parent Indemnified Party, cause the Escrow Agent to make the payment to such Indemnified Party.
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ENDISPUTE. Each of the parties to the arbitration shall bear its own expenses, except that all expenses relating to the fees of the arbitrators and the administrative fee of the American Arbitration Association shall be shared equally between the parties. If the parties are not able to agree upon the rate of compensation of the impartial and neutral arbitrator, the American Arbitration Association shall determine such rate based upon the normal and customary hourly or daily consulting rate of such impartial and neutral arbitrator. The arbitrators shall be instructed to conduct the arbitration in a manner as expeditious as reasonably possible, consistent with the parties’ intention to have a full and fair hearing on the merits of the disputed matter. Unless otherwise agreed by the parties, the parties shall make their initial and any supplemental claims to the arbitration panel within 20 days after the Arbitration Request. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the majority of the three arbitrators to discover relevant information from the opposing parties about the subject matter of the dispute. The majority of the three arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the majority of the three arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. Each party shall supply to the other party copies of any and all materials that are supplied to the arbitrators concurrently with delivery of such materials to the arbitrators. At least five days prior to the commencement of any hearing on the merits before the arbitration panel, each party shall deliver to the arbitrators and to the other party a list of all witnesses whose testimony such party tends to introduce in connection with all such hearings as well as copies of all documents not previously delivered which such party intends to introduce into evidence or to rely upon in connection with such hearings. The decision of a majority of the three arbitrators as to the validity and amount of any claim shall be final, binding, and conclusive upon the parties to this Agreement. Such conclusions shall be set forth in a written award, judgment, decree or order awarded by the arbitrators, and the Escrow Agent shall be entitled to rely on, and make distributions from the Indemnification Escrow Fund in accordance with, the terms of such award, judgment, decree or order as applicable. Within 30 days of a decision of the arbitrators requiring payment by one party to another, such party shall make the payment to such other party or, in the case of a payment to a Parent Indemnified Party, cause the Escrow Agent to make the payment to such Indemnified Partyparty.
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