Common use of Escalation; Mediation Clause in Contracts

Escalation; Mediation. (a) It is the intent of the Parties to use reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (bSection 8.02(b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, upon the written notice of either party, each party shall appoint a Party involved in a dispute, controversy or claim may deliver a notice (representative at an “Escalation Notice”) demanding an in-person meeting involving representatives authority level above the level of the Parties at a senior level individuals who have been unable to resolve the dispute (the “Next Step Up Representatives”). The Next Step Up Representatives shall be appointed as determined in the discretion of management (or if each party considering the Parties agree, importance of the appropriate strategic business unit or division within such entity)relationship, the complexity of the issues, and the size of the amounts in dispute. A copy The parties shall allow for a period of any such Escalation Notice shall be given 15 Business Days after the last representative is appointed and contact information provided to the General Counsel, or like officer or official, other party for the Next Step Up Representatives to negotiate a resolution of the Party involved in dispute before the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant parties are required to this Agreement)move to the mediation stage. Any agenda, location or procedures for such discussions or negotiations between the Parties This 15 Business Day period may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable efforts to meet within 30 days of the Escalation Noticewaived jointly in writing. (b) If the Parties parties are not able to resolve the dispute, controversy or claim (except those relating to Environmental Liabilities, which are addressed in Section 9.2(c) below) through the escalation process referred to above, then either party may submit the matter shall be referred dispute to mediationmediation by written notice to the other party. The Parties parties shall jointly retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. The mediator shall be selected by the parties. If the parties cannot agree on a mediator within 30 days after the notice to mediate, the International Institute for Conflict Prevention and Resolution (“CPR”) shall designate a mediator at the request of either party. Any mediator proposed by CPR must be reasonably acceptable to both parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action Proceeding (except those relating to Environmental Liabilities, which are addressed in Section 9.2(c) below) by either Party against the other Partyparty. (c) In If the event that parties are not able to resolve any resolution of any technical or factual dispute, controversy or claim pursuant relating to Environmental Liabilities through the escalation process referred to above, then either party may submit the dispute to mediation by written notice to the procedures set other party. The parties shall jointly retain a technical mediator, such as a third-party environmental consultant or other person with specific technical expertise in the matter involved in the dispute, controversy or claim to aid the parties in their discussions and negotiations. The technical mediator shall be selected by the parties. If the parties cannot agree on a technical mediator within 30 days after the notice to mediate, CPR shall designate a technical mediator at the request of either party. Any technical mediator proposed by CPR must be reasonably acceptable to both parties. The technical mediator shall provide informal advice to the parties and, if requested by both parties, shall also provide a written opinion letter or report summarizing the matter in dispute, identifying any significant assumptions or informational gaps underlying that summary, and setting forth the conclusions and recommendations of the technical mediator. Unless mutually agreed by the parties in Section 8.02(a) writing, any opinion expressed by the technical mediator shall be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed or (b) delivered by the technical mediator be admissible in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, other proceeding. Costs related to the extent such consent is requiredtechnical mediator’s work, including any investigation, data-gathering or sampling recommended by the technical mediator, shall be obtained before such resolution can take effectborne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. Technical mediation shall be a prerequisite to the commencement of any Proceeding relating to Environmental Liabilities by either party. (d) For purposes of this Section 9.2:

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby by this Agreement or any Ancillary Agreement that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim with respect to such matters may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within 30 days of the delivery of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, upon the written notice of either party, each party shall appoint a Party involved in a dispute, controversy or claim may deliver a notice (representative at an “Escalation Notice”) demanding an in-person meeting involving representatives authority level above the level of the Parties at a senior level individuals who have been unable to resolve the dispute (the “Next Step Up Representatives”). The Next Step Up Representatives shall be appointed as determined in the discretion of management (or if each party considering the Parties agree, importance of the appropriate strategic business unit or division within such entity)relationship, the complexity of the issues, and the size of the amounts in dispute. A copy The parties shall allow for a period of any such Escalation Notice shall be given 15 Business Days after the last representative is appointed and contact information provided to the General Counsel, or like officer or official, other party for the Next Step Up Representatives to negotiate a resolution of the Party involved in dispute before the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant parties are required to this Agreement)move to the mediation stage. Any agenda, location or procedures for such discussions or negotiations between the Parties This 15 Business Day period may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable efforts to meet within 30 days of the Escalation Noticewaived jointly in writing. (b) If the Parties parties are not able to resolve the dispute, controversy or claim (except those relating to Environmental Liabilities, which are addressed in Section 10.2(c) below) through the escalation process referred to above, then either party may submit the matter shall be referred dispute to mediationmediation by written notice to the other party. The Parties parties shall jointly retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. The mediator shall be selected by the parties. If the parties cannot agree on a mediator within 30 days after the notice to mediate, the International Institute for Conflict Prevention and Resolution (“CPR”) shall designate a mediator at the request of either party. Any mediator proposed by CPR must be reasonably acceptable to both parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action Proceeding (except those relating to Environmental Liabilities, which are addressed in Section 10.2(c) below) by either Party against the other Partyparty. (c) In If the event that parties are not able to resolve any resolution of any technical or factual dispute, controversy or claim pursuant relating to Environmental Liabilities through the escalation process referred to above, then either party may submit the dispute to mediation by written notice to the procedures set other party. The parties shall jointly retain a technical mediator, such as a third-party environmental consultant or other person with specific technical expertise in the matter involved in the dispute, controversy or claim to aid the parties in their discussions and negotiations. The technical mediator shall be selected by the parties. If the parties cannot agree on a technical mediator within 30 days after the notice to mediate, CPR shall designate a technical mediator at the request of either party. Any technical mediator proposed by CPR must be reasonably acceptable to both parties. The technical mediator shall provide informal advice to the parties and, if requested by both parties, shall also provide a written opinion letter or report summarizing the matter in dispute, identifying any significant assumptions or informational gaps underlying that summary, and setting forth the conclusions and recommendations of the technical mediator. Unless mutually agreed by the parties in Section 8.02(a) writing, any opinion expressed by the technical mediator shall be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed or (b) delivered by the technical mediator be admissible in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, other proceeding. Costs related to the extent such consent is requiredtechnical mediator’s work, including any investigation, data-gathering or sampling recommended by the technical mediator, shall be obtained before such resolution can take effectborne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. Technical mediation shall be a prerequisite to the commencement of any Proceeding relating to Environmental Liabilities by either party. (d) For purposes of this Section 10.2:

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basisby this Agreement. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim with respect to such matters may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counselgeneral counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to abovein clause (a) above within 90 days of delivery of the Escalation Notice, then the matter shall be referred to mediation; provided that such period of time may be extended upon mutual written consent of the Parties. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a7.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (ai) It is the intent of the Parties parties to use reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties parties at a senior level of management (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use reasonable efforts to meet within 30 days of the Escalation Notice. (bii) If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party party against the other Partyparty. (ciii) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a10(b)(i) or (bii) in any way affects an agreement or arrangement between either of the Parties parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (ai) It is the intent of the Parties parties to use reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties parties at a senior level of management (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use reasonable efforts to meet within 30 days of the Escalation Notice. (bii) If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party party against the other Partyparty. (ciii) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a10(b) (i) or (bii) in any way affects an agreement or arrangement between either of the Parties parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basisby this Agreement. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim with respect to such matters may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counselgeneral counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (ai) It is the intent of the Parties to use reasonable efforts to resolve expeditiously any dispute, controversy controversy, or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy controversy, or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location location, or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable efforts to meet within 30 thirty (30) days of the Escalation Notice. (bii) If the Parties are not able to resolve the dispute, controversy controversy, or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (ciii) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a9(b)(i) or (bii) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby Dispute that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim Dispute with respect to such matters (except as otherwise specifically provided in any Ancillary Agreement) may deliver a notice (an “Escalation Notice”) demanding an in-person a meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within 30 thirty (30) days of the Escalation Notice. (b) If the Parties are not able to resolve the disputeDispute (except any Dispute relating to Environmental Liabilities, controversy or claim which are addressed in Section 7.02(c) below) through the escalation process referred set forth in Section 7.02(a) within thirty (30) days of the Escalation Notice for such Dispute or one Party reasonably concludes that the other Party is not willing to aboveuse commercially reasonable efforts to resolve expeditiously such Dispute, then each Party shall have the right to refer the Dispute to mediation by providing written notice to the other Party. If either Party refers the Dispute to mediation pursuant to the prior sentence, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any Unless mutually agreed by the Parties in writing, any opinion expressed or delivered by the mediator shall be strictly advisory and shall not be binding on the Parties Parties, nor shall any opinion expressed or delivered by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. If a mediator cannot be agreed upon by the Parties within ten (10) days of a Party providing written notice of mediation pursuant to the first sentence of this Section 7.02(b), then each Party shall nominate a mediator, and those two (2) mediators will select a third (3rd) mediator who shall act as the mediator for such Dispute. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party; provided that no Party against the other Partyshall be required to engage in more than 90 days of mediation prior to commencing an action. (c) In If the event that Parties are not able to resolve any resolution of any dispute, controversy or claim pursuant Dispute relating to Environmental Liabilities through the procedures escalation process set forth in Section 8.02(a7.02(a) or within thirty (b30) in any way affects an agreement or arrangement between either days of the Escalation Notice for such Dispute, then either Party shall have the right to refer the Dispute to mediation by providing written notice to the other Party. If either Party refers the Dispute to mediation pursuant to the prior sentence, then the Parties and shall retain a third party insurance carriermediator with expertise in matters in Dispute, the consent of such third party insurance carrier to such resolution, as (to the extent the matters in Dispute are technical in nature) a Third Party environmental consultant or other independent person with specific technical expertise in the general subject matter involved in the Dispute, to aid the Parties in their discussions and negotiations. Such mediator shall provide informal advice to the Parties and, if requested by both Parties, shall also provide a written opinion letter or report summarizing the matter in Dispute, identifying any significant assumptions or informational gaps underlying that summary, and setting forth the conclusions and recommendations of the mediator, including, if applicable, a proposed apportionment of liability. Unless mutually agreed by the Parties in writing, any opinion expressed or delivered by the mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed or delivered by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of experts previously selected by the Parties or by other agreement of the Parties. If a mediator cannot be agreed upon by the Parties within ten (10) days of a Party providing written notice of mediation pursuant to the first sentence of this Section 7.02(c), then each Party shall nominate a mediator, and those two (2) mediators will select a third (3rd) mediator who shall act as the mediator for such consent is requiredDispute. Costs of the mediation, including any investigation, data-gathering or sampling recommended or performed by the mediator, shall be obtained before such resolution can take effectborne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any action by either Party; provided that no Party shall be required to engage in more than 90 days of mediation prior to commencing an action.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby by this Agreement or any Ancillary Agreement that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim with respect to such matters (except any matters covered by the Trademark License Agreement and the Transitional Services Agreement) may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within 30 thirty (30) days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a if such Dispute has not been resolved to the mutual satisfaction of the Parties within ten (10) Business Days after the initial written notice of the Dispute (or such longer period as the Parties may agree), then any Party involved in a dispute, controversy Dispute with respect to such matters (except as otherwise specifically provided in the Merger Agreement or claim any other Transaction Document) may deliver a notice (an “Escalation Notice”) demanding an in-person a meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counselgeneral counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet resolve the Dispute within 30 days fifteen (15) Business Days after the Escalation Notice. If such Dispute has not been resolved to the mutual satisfaction of the Parties within fifteen (15) Business Days after delivery of the Escalation Notice, then one (1) director of each of the Company and SpinCo, or their respective designees (each a “Director Designee” and, together, the “Director Designees”), shall negotiate in good faith in an attempt to resolve such Dispute amicably. (b) If the Parties are not able to resolve the dispute, controversy or claim Dispute through the escalation process referred set forth in Section 9.2(a) within ten (10) Business Days after escalation to abovethe Director Designees, or the Company, on the one hand, or SpinCo, on the other, reasonably concludes that the other Party is not willing to use commercially reasonable efforts to resolve expeditiously such Dispute, then each Party shall have the right to refer the Dispute to mediation by providing written notice to the other Party. If either Party refers the Dispute to mediation pursuant to the prior sentence, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any Unless mutually agreed by the Parties in writing, any opinion expressed or delivered by the mediator shall be strictly advisory and shall not be binding on the Parties Parties, nor shall any opinion expressed or delivered by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. If a mediator cannot be agreed upon by the Parties within ten (10) days of a Party providing written notice of mediation pursuant to the first sentence of this Section 9.2(b), then each of the Company and SpinCo shall nominate a mediator, and those two (2) mediators will select a third (3rd) mediator unaffiliated to either Party who shall act as the mediator for such Dispute. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either a Party; provided that no Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effectrequired to engage in more than thirty (30) days of mediation prior to commencing an Action.

Escalation; Mediation. (a) It is the intent of the Parties and RMT Partner to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby Dispute that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim Dispute may deliver a notice (an “Escalation Notice”) demanding an in-person a meeting involving representatives of the Parties relevant parties at a senior level of management of the relevant parties to such Dispute (or if the Parties relevant parties to such Dispute agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any The proposed agenda, location or means of remote communication, requested senior level management participants and procedures proposed for such discussions or negotiations between shall be set forth in the Parties may be established by the Parties from time to timeEscalation Notice; provided, however, that the Parties parties to the Dispute shall use their commercially reasonable efforts to meet (which meeting may be conducted telephonically) within 30 fifteen (15) days of the Escalation Notice. Discussions and correspondence relating to trying to resolve such Dispute shall be treated as confidential and privileged information developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in any subsequent proceeding between the parties. (b) If the Parties senior executives are not able unable to resolve the dispute, controversy Dispute within thirty (30) days from the Escalation Notice or claim through one party to the escalation process referred Dispute reasonably concludes that the other parties to abovesuch Dispute are not willing to use commercially reasonable efforts to resolve expeditiously such Dispute, then such party to the matter Dispute shall be referred have the right to mediation. The Parties refer the Dispute to mediation by providing written notice to the other parties to such Dispute, and then the parties to the Dispute shall retain refer the Dispute to a mediator to aid the Parties in their discussions and negotiations by informally providing advice appointed pursuant to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement mediation rules of the PartiesAmerican Arbitration Association. Costs Each party to such Dispute will share the administrative costs of the mediation and the mediator’s fees and expenses equally, and each party to such Dispute shall be borne equally by bear all of its other costs and expenses related to the Parties involved in the mattermediation, except that each Party shall be responsible for its own including attorney’s fees, witness fees, and travel expenses. Mediation The mediation shall be a prerequisite take place in New York City unless the parties to the commencement of any Action by either Party against the other Partysuch Dispute mutually agree to select an alternative forum. (c) In If the event that any resolution parties to such Dispute cannot resolve the Dispute through mediation within forty-five (45) days of any disputethe appointment of the mediator (or the earlier withdrawal thereof), controversy or claim each party to such Dispute shall be entitled to seek relief in a court of competent jurisdiction pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect9.5.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby by this Agreement, any Ancillary Agreement, except the Transitional Services Agreement, or any Local Separation Agreement that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim with respect to such matters may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim (except those relating to Environmental Liabilities, which are addressed in Section 8.02(c) below) through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In If the event that parties are not able to resolve any resolution of any technical or factual dispute, controversy or claim pursuant relating to Environmental Liabilities through the escalation process referred to above, then the parties shall jointly retain a technical mediator, such as a third-party environmental consultant or other independent person with specific technical expertise in the general subject matter involved in the dispute, controversy or claim to aid the parties in their discussions and negotiations. The technical mediator shall provide informal advice to the procedures set parties and, if requested by both parties, shall also provide a written opinion letter or report summarizing the matter in dispute, identifying any significant assumptions or informational gaps underlying that summary, and setting forth the conclusions and recommendations of the technical mediator, including, if applicable, a proposed apportionment of liability. Unless mutually agreed by the parties in Section 8.02(a) writing, any opinion expressed by the technical mediator shall be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed or (b) delivered by the technical mediator be admissible in any way affects an other proceeding. The technical mediator may be chosen from a list of experts previously selected by the parties or by other agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, parties. Costs related to the extent such consent is requiredtechnical mediator’s work, including any investigation, data-gathering or sampling recommended by the technical mediator, shall be obtained before such resolution can take effectborne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. Technical mediation shall be a prerequisite to the commencement of any action by either party.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim with respect to such matters may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties at a senior level of management of the parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within 30 thirty (30) days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby Dispute that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim may Dispute shall deliver a notice (an “Escalation Notice”) demanding an in-person a meeting involving representatives of the Parties at a who are senior level of management (or if executives with authority to settle the Parties agree, of the appropriate strategic business unit or division within such entity)Dispute. A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any The proposed agenda, location or means of remote communication, requested senior level management participants and procedures proposed for such discussions or negotiations between shall be set forth in the Parties may be established by the Parties from time to timeEscalation Notice; provided, however, that the Parties shall use their commercially reasonable efforts to meet (which meeting may be conducted telephonically) within 30 fifteen (15) days of the Escalation Notice. Discussions and correspondence relating to trying to resolve such Dispute shall be treated as confidential and Privileged Information developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in any subsequent proceeding between the Parties. (b) If the Parties senior executives are not able unable to resolve the dispute, controversy Dispute within thirty (30) days from the Escalation Notice or claim through one Party to the escalation process referred Dispute reasonably concludes that the other Party is not willing to aboveuse commercially reasonable efforts to resolve expeditiously such Dispute, then such Party shall have the matter shall be referred right to mediation. The refer the Dispute to mediation by providing written notice to the other Party, and then the Parties shall retain promptly engage a mediator to aid for the Parties in their discussions and negotiations by informally providing advice Dispute pursuant to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement mediation rules of the PartiesAmerican Arbitration Association. Costs Each Party will share the administrative costs of the mediation shall be borne equally by and the Parties involved in the mattermediator’s fees and expenses equally, except that and each Party shall be responsible for bear all of its own other costs and expenses related to the mediation, including attorney’s fees, witness fees and travel expenses. Mediation The mediation shall be a prerequisite take place in New York City unless the parties to the commencement of any Action by either Party against the other Partysuch Dispute mutually agree to select an alternative forum. (c) In If the event that any resolution Parties cannot resolve the Dispute through mediation within forty-five (45) days of any disputethe appointment of the mediator (or the earlier withdrawal thereof), controversy or claim each Party shall be entitled to seek relief in a court of competent jurisdiction pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect10.2.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim may deliver a notice (an “"Escalation Notice”") demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim may deliver a notice to the other Party or Parties involved in the dispute, controversy or claim (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity)management. A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement)) in accordance with the notice provisions of Section 8.8. Any agenda, location or procedures for such discussions or negotiations between the Parties involved may be established by the Parties from time to time; provided, however, that the Parties involved shall use reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties involved are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties involved shall retain a mediator mediator, reasonably acceptable to both Parties, to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties involved or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties involved in the dispute or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses, including legal fees. Mediation shall be a prerequisite to the commencement of any Action by either any Party against the other another Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a6.2(a) or (bSection 6.2(b) in any way affects an agreement or arrangement between either of the Parties and a third third-party insurance carrier, the consent of such third third-party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Partyparty. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective reasonable best efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby by this Agreement or any Ancillary Document that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim with respect to such matters (except any matters covered by the Transition Services Agreement) may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their reasonable best efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matterParties, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against any member of the other Party’s Group. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use reasonable best efforts to resolve expeditiously any dispute, controversy or claim Claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim Claim may deliver a notice (an “"Escalation Notice”") demanding an in-person meeting involving representatives of the Parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement)management. Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable best efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to aboveClaim, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim Claim pursuant to the procedures set forth in Section 8.02(a7.2(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party Third Party insurance carrier, the consent of such third party Third Party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim (except those relating to Environmental Liabilities, which are addressed in Section 8.02 below) through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In If the event that parties are not able to resolve any resolution of any technical or factual dispute, controversy or claim pursuant relating to Environmental Liabilities through the escalation process referred to above, then the parties shall jointly retain a technical mediator, such as a third-party environmental consultant or other person with specific technical expertise in the matter involved in the dispute, controversy or claim to aid the parties in their discussions and negotiations. The technical mediator shall provide informal advice to the procedures set parties and, if requested by both parties, shall also provide a written opinion letter or report summarizing the matter in dispute, identifying any significant assumptions or informational gaps underlying that summary, and setting forth the conclusions and recommendations of the technical mediator. Unless mutually agreed by the parties in Section 8.02(a) writing, any opinion expressed by the technical mediator shall be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed or (b) delivered by the technical mediator be admissible in any way affects an other proceeding. The technical mediator may be chosen from a list of experts previously selected by the parties or by other agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, parties. Costs related to the extent such consent is requiredtechnical mediator’s work, including any investigation, data-gathering or sampling recommended by the technical mediator, shall be obtained before such resolution can take effectborne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. Technical mediation shall be a prerequisite to the commencement of any action by either party.

Escalation; Mediation. (a) It is the intent of the Parties to use reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a if such Dispute has not been resolved to the mutual satisfaction of the Parties within ten (10) Business Days after the initial written notice of the Dispute (or such longer period as the Parties may agree), then any Party involved in a dispute, controversy Dispute with respect to such matters (except as otherwise specifically provided in the Merger Agreement or claim any other Transaction Document) may deliver a notice (an “Escalation Notice”) demanding an in-person a meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counselgeneral counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet resolve the Dispute for fifteen (15) Business Days after the Escalation Notice. If such Dispute has not been resolved to the mutual satisfaction of the Parties within 30 days fifteen (15) Business Days after delivery of the Escalation Notice, then one (1) director of each of the Company and SpinCo, or their respective designees (each a “Director Designee” and together the “Director Designees”), shall negotiate in good faith in an attempt to resolve such Dispute amicably. (b) If the Parties are not able to resolve the dispute, controversy or claim Dispute through the escalation process referred set forth in Section 8.2(a) within ten (10) Business Days after escalation to abovethe Director Designees, or the Company, on the one hand, or SpinCo, on the other, reasonably concludes that the other Party is not willing to use commercially reasonable efforts to resolve expeditiously such Dispute, then each Party shall have the right to refer the Dispute to mediation by providing written notice to the other Party. If either Party refers the Dispute to mediation pursuant to the prior sentence, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any Unless mutually agreed by the Parties in writing, any opinion expressed or delivered by the mediator shall be strictly advisory and shall not be binding on the Parties Parties, nor shall any opinion expressed or delivered by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. If a mediator cannot be agreed upon by the Parties within ten (10) days of a Party providing written notice of mediation pursuant to the first sentence of this Section 8.2(b), then each of the Company and SpinCo shall nominate a mediator, and those two (2) mediators will select a third (3rd) mediator unaffiliated to either Party who shall act as the mediator for such Dispute. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either a Party; provided that no Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effectrequired to engage in more than thirty (30) days of mediation prior to commencing an Action.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basisby this Agreement. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim with respect to such matters may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counselgeneral counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use reasonable best efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable best efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby Dispute that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy Dispute with respect to such matters (except as otherwise specifically provided in the Merger Agreement or claim any other Transaction Document) may deliver a notice (an “Escalation Notice”) demanding an in-person a meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity), and which initial representatives shall be the persons listed on Exhibit 8.2 attached hereto. A copy of any such Escalation Notice shall be given to the General Counselgeneral counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within 30 thirty (30) days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim Dispute through the escalation process referred set forth in Section 8.2(a) within thirty (30) days of the Escalation Notice for such Dispute or the Company, on the one hand, or SpinCo and Merger Partner, on the other, reasonably concludes that the other Party is not willing to aboveuse commercially reasonable efforts to resolve expeditiously such Dispute, then each Party shall have the right to refer the Dispute to mediation by providing written notice to the other Party. If either Party refers the Dispute to mediation pursuant to the prior sentence, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any Unless mutually agreed by the Parties in writing, any opinion expressed or delivered by the mediator shall be strictly advisory and shall not be binding on the Parties Parties, nor shall any opinion expressed or delivered by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. If a mediator cannot be agreed upon by the Parties within ten (10) days of a Party providing written notice of mediation pursuant to the first sentence of this Section 8.2(b), then each of the Company and SpinCo shall nominate a mediator, and those two (2) mediators will select a third (3rd) mediator who shall act as the mediator for such Dispute. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either a Party; provided that no Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effectrequired to engage in more than ninety (90) days of mediation prior to commencing an Action.

Escalation; Mediation. (a) It is the intent of the Parties to use reasonable best efforts to resolve expeditiously any dispute, controversy or claim Claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim Claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement)management. Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable best efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to aboveClaim, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim Claim pursuant to the procedures set forth in Section 8.02(a7.2(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party Third Party insurance carrier, the consent of such third party Third Party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby Dispute that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim Dispute with respect to such matters (except as otherwise specifically provided in any Transaction Document) may deliver a notice (an “Escalation Notice”) demanding an in-person a meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity), and which initial representatives of Company and Parent shall be identified by the Company or Parent, as applicable, following the execution of this Agreement. A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within 30 thirty (30) days of the Escalation Notice. All negotiations, discussions and correspondence in connection with an Escalation Notice shall be confidential and shall be treated as compromise and settlement negotiations for purposes of the applicable rules of evidence. (b) If the Parties are not able to resolve the dispute, controversy or claim Dispute through the escalation process referred set forth in ‎Section 8.2(a) within thirty (30) days of the Escalation Notice for such Dispute or the Company, on the one hand, or Parent (or SpinCo, after the Distribution Time), on the other, reasonably concludes that the other Party is not willing to aboveuse commercially reasonable efforts to resolve expeditiously such Dispute, then each Party shall have the right to refer the Dispute to mediation by providing written notice to the other Party (such written notice, a “Mediation Notice”). If either Party refers the Dispute to mediation pursuant to the prior sentence, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any Unless mutually agreed by the Parties in writing, any opinion expressed or delivered by the mediator shall be strictly advisory and shall not be binding on the Parties Parties, nor shall any opinion expressed or delivered by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. If a mediator cannot be agreed upon by the Parties within ten (10) days of a Party providing a Mediation Notice, then each of the Company and Parent (or SpinCo, after the Distribution Time) shall nominate a mediator, and those two (2) mediators will select a third (3rd) mediator who shall act as the mediator for such Dispute. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation Except as otherwise specifically provided in any Transaction Document and subject to Section 9.10, mediation shall be a prerequisite to the commencement of any Action by a Party; provided that either Party against may commence litigation in accordance with ‎Section 9.3 if ninety (90) days have passed since the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either date of the Parties and a third party insurance carrier, provision of the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effectrelevant Mediation Notice.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective reasonable best efforts to resolve expeditiously and on a mutually acceptable negotiated basis any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basistime. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim may deliver a notice (an “"Escalation Notice”") demanding an in-person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their reasonable best efforts to meet within 30 thirty (30) days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby by this Agreement, any Ancillary Agreement or any Local Separation Agreement that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim with respect to such matters (except any matters covered by the R&D Agreement, the Patent and Know-How License Agreements and the Transitional Services Agreement) may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim (except those relating to Environmental Liabilities, which are addressed in Section 8.02(c) below) through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In If the event that parties are not able to resolve any resolution of any technical or factual dispute, controversy or claim pursuant relating to Environmental Liabilities through the escalation process referred to above, then the parties shall jointly retain a technical mediator, such as a third-party environmental consultant or other independent person with specific technical expertise in the general subject matter involved in the dispute, controversy or claim to aid the parties in their discussions and negotiations. The technical mediator shall provide informal advice to the procedures set parties and, if requested by both parties, shall also provide a written opinion letter or report summarizing the matter in dispute, identifying any significant assumptions or informational gaps underlying that summary, and setting forth the conclusions and recommendations of the technical mediator, including, if applicable, a proposed apportionment of liability. Unless mutually agreed by the parties in Section 8.02(a) writing, any opinion expressed by the technical mediator shall be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed or (b) delivered by the technical mediator be admissible in any way affects an other proceeding. The technical mediator may be chosen from a list of experts previously selected by the parties or by other agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, parties. Costs related to the extent such consent is requiredtechnical mediator’s work, including any investigation, data-gathering or sampling recommended by the technical mediator, shall be obtained before such resolution can take effectborne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. Technical mediation shall be a prerequisite to the commencement of any action by either party.

Escalation; Mediation. (a) It ▇▇ is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) . If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim may deliver a notice (an “"Escalation Notice”") demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred parties agree first to mediationtry in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association (the "AAA"). The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties; provided, however, that if the parties fail to agree upon a mediator within 15 days following the date that such matter is referred to mediation, a mediator shall be chosen by the AAA. The place of mediation shall be Los Angeles, California or such other location as may be agreed to by the parties, and the language of the mediation shall be English. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action arbitration proceeding by either Party against the other Partyparty. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby by this Agreement or any Ancillary Agreement that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim with respect to such matters (except any matters covered by the Transition Services Agreements) may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim (except those relating to Environmental Liabilities, which are addressed in Section 8.02(c) below) through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In If the event that parties are not able to resolve any resolution of any technical or factual dispute, controversy or claim pursuant relating to Environmental Liabilities through the escalation process referred to above, then the parties shall jointly retain a technical mediator, such as a third-party environmental consultant or other independent person with specific technical expertise in the general subject matter involved in the dispute, controversy or claim to aid the parties in their discussions and negotiations. The technical mediator shall provide informal advice to the procedures set parties and, if requested by both parties, shall also provide a written opinion letter or report summarizing the matter in dispute, identifying any significant assumptions or informational gaps underlying that summary, and setting forth the conclusions and recommendations of the technical mediator, including, if applicable, a proposed apportionment of liability. Unless mutually agreed by the parties in Section 8.02(a) writing, any opinion expressed by the technical mediator shall be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed or (b) delivered by the technical mediator be admissible in any way affects an other proceeding. The technical mediator may be chosen from a list of experts previously selected by the parties or by other agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, parties. Costs related to the extent such consent is requiredtechnical mediator’s work, including any investigation, data-gathering or sampling recommended by the technical mediator, shall be obtained before such resolution can take effectborne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. Technical mediation shall be a prerequisite to the commencement of any action by either party.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby by this Agreement, any Ancillary Agreement, or any Local Separation Agreement that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim with respect to such matters (except any matters covered by the R&D Agreement, the Patent and Know-How License Agreements and the Transitional Services Agreement) may deliver a notice (an “"Escalation Notice”") demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim (except those relating to Environmental Liabilities, which are addressed in Section 8.02(c) below) through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In If the event that parties are not able to resolve any resolution of any technical or factual dispute, controversy or claim pursuant relating to Environmental Liabilities through the escalation process referred to above, then the parties shall jointly retain a technical mediator, such as a third-party environmental consultant or other independent person with specific technical expertise in the general subject matter involved in the dispute, controversy or claim to aid the parties in their discussions and negotiations. The technical mediator shall provide informal advice to the procedures set parties and, if requested by both parties, shall also provide a written opinion letter or report summarizing the matter in dispute, identifying any significant assumptions or informational gaps underlying that summary, and setting forth the conclusions and recommendations of the technical mediator, including, if applicable, a proposed apportionment of liability. Unless mutually agreed by the parties in Section 8.02(a) writing, any opinion expressed by the technical mediator shall be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed or (b) delivered by the technical mediator be admissible in any way affects an other proceeding. The technical mediator may be chosen from a list of experts previously selected by the parties or by other agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, parties. Costs related to the extent such consent is requiredtechnical mediator's work, including any investigation, data-gathering or sampling recommended by the technical mediator, shall be obtained before such resolution can take effectborne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. Technical mediation shall be a prerequisite to the commencement of any action by either party.

Escalation; Mediation. (ai) It is the intent of the Parties parties to use reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties parties at a senior level of management (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use reasonable efforts to meet within 30 days of the Escalation Notice. (bii) If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party party against the other Partyparty. (ciii) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a10(b) (i) or (bii) in any way affects an agreement or arrangement between either of the Parties parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective reasonable best efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim may deliver a notice (an “"Escalation Notice”") demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; providedPROVIDED, howeverHOWEVER, that the Parties parties shall use their reasonable best efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby Dispute that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim Dispute may deliver a notice (an “Escalation Notice”) demanding an in-person a meeting involving representatives of the relevant Parties at a senior level of management of the relevant Parties to such Dispute (or if the relevant Parties to such Dispute agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the Chief Counsel or General Counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any The proposed agenda, location or means of remote communication, requested senior level management participants and procedures proposed for such discussions or negotiations between shall be set forth in the Parties may be established by the Parties from time to timeEscalation Notice; provided, however, that the Parties to the Dispute shall use their commercially reasonable efforts to meet (which meeting may be conducted telephonically) within 30 fifteen (15) days of the Escalation Notice. Discussions and correspondence relating to trying to resolve such Dispute shall be treated as confidential and privileged information developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in any subsequent Proceeding between the Parties. (b) If the Parties senior executives are not able unable to resolve the dispute, controversy Dispute within thirty (30) days from the Escalation Notice or claim through one Party to the escalation process referred Dispute reasonably concludes that the other Parties to abovesuch Dispute are not willing to use commercially reasonable efforts to resolve expeditiously such Dispute, then such Party to the matter Dispute shall be referred have the right to mediation. The refer the Dispute to mediation by providing written notice to the other Parties to such Dispute, and then the Parties to the Dispute shall retain refer the Dispute to a mediator to aid the Parties in their discussions and negotiations by informally providing advice appointed pursuant to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement mediation rules of the PartiesAmerican Arbitration Association. Costs Each Party to such Dispute will share the administrative costs of the mediation and the mediator’s fees and expenses equally, and each Party to such Dispute shall be borne equally by bear all of its other costs and expenses related to the mediation, including attorney’s fees, witness fees, and travel expenses. The mediation shall take place in New York City unless the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Partysuch Dispute mutually agree to select an alternative forum. (c) In If the event that any resolution Parties to such Dispute cannot resolve the Dispute through mediation within forty-five (45) days of any disputethe appointment of the mediator (or the earlier withdrawal thereof), controversy or claim each Party to such Dispute shall be entitled to seek relief in a court of competent jurisdiction pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect9.5.

Escalation; Mediation. (a▇) It is the intent of the Parties parties to use their respective reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”"ESCALATION NOTICE") demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; providedPROVIDED, howeverHOWEVER, that the Parties parties shall use their reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective reasonable best efforts to resolve expeditiously and on a mutually acceptable negotiated basis any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basistime. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim may deliver a notice (an “"Escalation Notice”") demanding an in-person meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their reasonable best efforts to meet within 30 thirty (30) days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a1) It is the intent of the Parties parties to use their respective reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim may deliver a notice (an “"Escalation Notice”") demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their reasonable efforts to meet within 30 days of the Escalation Notice. (b2) If the Parties parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred parties agree first to mediationtry in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association (the "AAA"). The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties; provided, however, that if the parties fail to agree upon a mediator within 15 days following the date that such matter is referred to mediation, a mediator shall be chosen by the AAA. The place of mediation shall be San Francisco, California or such other location as may be agreed to by the parties, and the language of the mediation shall be English. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action arbitration proceeding by either Party against the other Partyparty. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby by this Agreement or any Ancillary Agreement that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim with respect to such matters (except any matters covered by the Trademark License Agreement and the Transition Services Agreement) may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within 30 thirty (30) days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby Dispute that may arise from time to time on a mutually acceptable negotiated basis. In furtherance Following written notice of a Dispute from one Party to the foregoingother, a Party involved the Parties shall first attempt in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving good faith to resolve such Dispute amicably through discussions between appropriate representatives of the Parties at for a senior level period of management thirty (or if the Parties agree, 30) days following receipt of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable efforts to meet within 30 days of the Escalation Noticenotice. (b) If the Parties are not able unable to resolve the disputeDispute within such thirty (30)-day period, controversy the Dispute shall be escalated to any of the Parties’ respective officers listed in Schedule 8.2(b), who shall attempt in good faith to resolve the Dispute by amicable arrangement or claim through compromise for an additional period of thirty (30) days following written notice of such escalation. (c) If the escalation process referred Parties fail to aboveresolve the Dispute within such additional thirty (30)-day period, either Parent, on the one hand, or Spinco, on the other hand, may, in its sole discretion, refer the Dispute to non-binding mediation by providing written notice to the other Party. If either Party refers the Dispute to mediation pursuant to this Section 8.2(c), then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any Unless mutually agreed by the Parties in writing, any opinion expressed or delivered by the mediator shall be strictly advisory and shall not be binding on the Parties Parties, nor shall any opinion expressed or delivered by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. If a mediator cannot be agreed upon by the Parties within ten (10) days of a Party providing written notice of mediation pursuant to the first sentence of this Section 8.2(c), then each of Parent and Spinco shall nominate a mediator, and those two (2) mediators will select a third (3rd) mediator who shall act as the mediator for such Dispute. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (cd) In Notwithstanding the event that foregoing, any resolution of any dispute, controversy or claim pursuant to the procedures time periods set forth in this Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, 8.2 may be shortened to the extent such consent is required, shall be obtained before such resolution can take effectnecessary to avoid the expiration of any applicable statute of limitations.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basisby this Agreement. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim with respect to such matters may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counselgeneral counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to abovein subsection ‎(a) above within 90 days of delivery of the Escalation Notice, then the matter shall be referred to mediation; provided that such period of time may be extended upon mutual written consent of the Parties. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective reasonable best efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby Dispute that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim Dispute (except any matters expressly covered by the Transition Services Agreement) may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their reasonable best efforts to meet within 30 twenty (20) days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim Dispute through the escalation process referred to above, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or Parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matterParties, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against any member of the other Party’s Group. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party any party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties parties at a senior level of management of the parties (or if the Parties parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party each party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use their commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties parties are not able to resolve the dispute, controversy or claim (except those relating to Environmental Liabilities, which are addressed in Section 8.02 (c) below) through the escalation process referred to above, then the matter shall be referred to mediation. The Parties parties shall retain a mediator to aid the Parties parties in their discussions and negotiations by informally providing advice to the Partiesparties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or parties, nor shall any opinion expressed by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties parties or by other agreement of the Partiesparties. Costs of the mediation shall be borne equally by the Parties parties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either Party against the other Partyparty. (c) In If the event that parties are not able to resolve any resolution of any technical or factual dispute, controversy or claim pursuant relating to Environmental Liabilities through the escalation process referred to above, then the parties shall jointly retain a technical mediator, such as a third-party environmental consultant or other independent person with specific technical expertise in the matter involved in the dispute, controversy or claim to aid the parties in their discussions and negotiations. The technical mediator shall provide informal advice to the procedures set parties and, if requested by both parties, shall also provide a written opinion letter or report summarizing the matter in dispute, identifying any significant assumptions or informational gaps underlying that summary, and setting forth the conclusions and recommendations of the technical mediator. Unless mutually agreed by the parties in Section 8.02(a) writing, any opinion expressed by the technical mediator shall be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed or (b) delivered by the technical mediator be admissible in any way affects an other proceeding. The technical mediator may be chosen from a list of experts previously selected by the parties or by other agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, parties. Costs related to the extent such consent is requiredtechnical mediator’s work, including any investigation, data-gathering or sampling recommended by the technical mediator, shall be obtained before such resolution can take effectborne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. Technical mediation shall be a prerequisite to the commencement of any action by either party.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby Dispute that may arise from time to time on a mutually acceptable negotiated basis. In furtherance Following written notice of a Dispute from one Party to the foregoingother, a Party involved the Parties shall first attempt in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving good faith to resolve such Dispute amicably through discussions between appropriate representatives of the Parties at for a senior level period of management thirty (or if the Parties agree, 30) days following receipt of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable efforts to meet within 30 days of the Escalation Noticenotice. (b) If the Parties are not able unable to resolve the disputeDispute within such thirty (30)-day period, controversy the Dispute shall be escalated to any of the Parties’ respective officers listed in Schedule 8.2(b) hereto, who shall attempt in good faith to resolve the Dispute by amicable arrangement or claim through compromise for an additional period of thirty (30) days following written notice of such escalation. (c) If the escalation process referred Parties fail to aboveresolve the Dispute within such additional thirty (30)-day period, either Parent, on the one hand, or Spinco, on the other hand, may, in its sole discretion, refer the Dispute to non-binding mediation by providing written notice to the other Party. If either Party refers the Dispute to mediation pursuant to this Section 8.2(c), then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any Unless mutually agreed by the Parties in writing, any opinion expressed or delivered by the mediator shall be strictly advisory and shall not be binding on the Parties Parties, nor shall any opinion expressed or delivered by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. If a mediator cannot be agreed upon by the Parties within ten (10) days of a Party providing written notice of mediation pursuant to the first sentence of this Section 8.2(c), then each of Parent and Spinco shall nominate a mediator, and those two (2) mediators will select a third (3rd) mediator who shall act as the mediator for such Dispute. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (cd) In Notwithstanding the event that foregoing, any resolution of any dispute, controversy or claim pursuant to the procedures time periods set forth in this Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, 8.2 may be shortened to the extent such consent is required, shall be obtained before such resolution can take effectnecessary to avoid the expiration of any applicable statute of limitations.

Escalation; Mediation. (a) It is the intent of the Parties to use reasonable best efforts to resolve expeditiously any dispute, controversy or claim Claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim Claim may deliver a notice (an “”Escalation Notice”) demanding an in-person meeting involving representatives of the Parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement)management. Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use reasonable best efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim through the escalation process referred to aboveClaim, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any opinion expressed by the mediator shall be strictly advisory and shall not be binding on the Parties or be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action by either Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim Claim pursuant to the procedures set forth in Section 8.02(a7.2(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party Third Party insurance carrier, the consent of such third party Third Party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effect.

Escalation; Mediation. (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby Dispute that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a any Party involved in a dispute, controversy or claim Dispute with respect to such matters (except as otherwise specifically provided in any Transaction Document) may deliver a notice (an “Escalation Notice”) demanding an in-person a meeting involving representatives of the Parties at a senior level of management of the Parties (or if the Parties agree, of the appropriate strategic business unit or division within such entity), and which initial representatives shall be Group President, Health Care Business Group (Mojdeh Poul) and Senior Vice President, Corporate Development (▇▇▇▇▇ Will) of the Company and President and CEO of Parent (▇▇▇▇ ▇▇▇▇▇). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the each Party involved in the dispute, controversy or claim Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use their commercially reasonable efforts to meet within 30 thirty (30) days of the Escalation Notice. (b) If the Parties are not able to resolve the dispute, controversy or claim Dispute through the escalation process referred set forth in Section 8.2(a) within thirty (30) days of the Escalation Notice for such Dispute or the Company, on the one hand, or SpinCo and Parent, on the other, reasonably concludes that the other Party is not willing to aboveuse commercially reasonable efforts to resolve expeditiously such Dispute, then each Party shall have the right to refer the Dispute to mediation by providing written notice to the other Party. If either Party refers the Dispute to mediation pursuant to the prior sentence, then the matter shall be referred to mediation. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by informally providing advice to the Parties. Any Unless mutually agreed by the Parties in writing, any opinion expressed or delivered by the mediator shall be strictly advisory and shall not be binding on the Parties Parties, nor shall any opinion expressed or delivered by the mediator be admissible in any other proceeding. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. If a mediator cannot be agreed upon by the Parties within ten (10) days of a Party providing written notice of mediation pursuant to the first sentence of this Section 8.2(b), then each of the Company and SpinCo shall nominate a mediator, and those two (2) mediators will select a third (3rd) mediator who shall act as the mediator for such Dispute. Costs of the mediation shall be borne equally by the Parties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation shall be a prerequisite to the commencement of any Action action by either a Party; provided that no Party against the other Party. (c) In the event that any resolution of any dispute, controversy or claim pursuant to the procedures set forth in Section 8.02(a) or (b) in any way affects an agreement or arrangement between either of the Parties and a third party insurance carrier, the consent of such third party insurance carrier to such resolution, to the extent such consent is required, shall be obtained before such resolution can take effectrequired to engage in more than 90 days of mediation prior to commencing an Action.