Common use of Mediation Clause in Contracts

Mediation. In the event of any dispute arising under or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt to resolve the dispute through mediation in accordance with the following terms and conditions: A party shall submit a dispute to mediation by written notice to the other party. The mediation shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name system. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a). The mediator shall conduct the mediation in accordance with the rules and procedures that he or she determines following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(a), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then proceed to arbitration pursuant to Section 5.2 below.

Appears in 1043 contracts

Samples: Registry Agreement, Registry Agreement, Registry Agreement

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Mediation. In At any step following the event Informal Discussion in the grievance process, the Union or Management may request mediation, by letter to the department’s personnel officer. Within ten (10) business days of any dispute arising under receipt of a request for mediation, the receiving party shall either return the request without action or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must request that the Employee Relations Board appoint a mediator. The Employee Relations Board shall attempt to resolve obtain the dispute through mediation in accordance with services of a mediator from the following terms State Mediation and conditions: A party shall submit Conciliation Service. If a dispute State mediator is unavailable, Union and Management may jointly agree to mediation by written notice to the other party. The mediation shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge Executive Director of the domain name systemEmployee Relations Board. Any mediator must confirm in writing that he or she is not, and will not become during the term The fees of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant shared equally by Union and Management. The primary effort of the mediator shall be to this Section 5.1(a)assist the parties in settling the grievance in a mutually satisfactory fashion. The mediation procedure shall be informal, i.e., court reporters shall not be allowed, the rules of evidence shall not apply, and no formal record shall be made. The mediator shall determine whether witnesses are necessary in the conduct the mediation in accordance with the rules and procedures that he or she determines following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15proceedings. If the parties have engaged in good faith participation in the mediation but have settlement is not resolved the dispute for any reasonpossible, either party or the mediator may terminate the mediation at any time and the dispute can then proceed be requested to arbitration pursuant to Section 5.2 below. If provide the parties have not resolved with an immediate oral opinion as to how the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant grievance would be decided if it went to Section 5.1(a), the mediation arbitration. Such opinion shall automatically terminate (unless extended by be advisory only. Upon mutual agreement of the parties, the mediator may be requested to furnish such opinion in writing, along with a brief statement of the reasons for the opinion. Such opinion shall not be used during any subsequent arbitration. Notwithstanding the above, and Section 4.865 of the Employee Relations Ordinance, the parties may mutually agree to accept the opinion of the mediator as binding. If mediation does not resolve the issue, the grievant has ten (10) and business days to file an appeal to the dispute can then proceed to arbitration pursuant to Section 5.2 belownext level in the procedure.

Appears in 40 contracts

Samples: Memorandum of Understanding, Letters of Agreement, cao.lacity.org

Mediation. In the event of any dispute arising under or Except as provided in connection with this Agreement, before either the parties agree that neither will commence any civil action with respect to any dispute, claim or controversy arising out of or relating to this Agreement until the matter has been submitted to JAMS (00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, 212-751-2700), its successor, for mediation and that process has been completed. Either party may initiate arbitration pursuant commence mediation by providing to Section 5.2 belowJAMS and the other party a written request for mediation, ICANN and Registry Operator must attempt to resolve setting forth the subject of the dispute through mediation in accordance with and the following terms and conditions: A party shall submit a dispute to mediation by written notice to the other partyrelief requested. The mediation shall be conducted by a single mediator selected by the parties. If the parties cannot agree on to cooperate with JAMS and with one another in selecting a mediator within fifteen (15) calendar days from JAMS panel of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name system. Any mediator must confirm in writing that he or she is notneutrals, and will not become during in scheduling the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a)mediation proceedings. The mediator shall conduct parties covenant that they will participate in the mediation in accordance with the rules good faith, and procedures that he or she determines following consultation with the partiesthey will share equally in its costs. The parties shall discuss further agree that they will treat as confidential all offers, promises, conduct and statements, whether oral or written, made in the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution course of the disputemediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any JAMS employees. The mediation shall parties also agree that they will treat any such communications as privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable will not be treated rendered inadmissible or non-discoverable as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear result of its own costs use in the mediation. The parties shall share equally the fees and expenses of the mediator. Each Either party shall treat information received from the other party pursuant may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that is appropriately marked as confidential process. Except for such an action to obtain equitable relief, neither party may commence a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or forty-five (as required by Section 7.1545) as Confidential Information of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following after the date of filing the notice delivered pursuant to Section 5.1(a)written request for mediation, whichever occurs first. Mediation may continue after the mediation shall automatically terminate (unless extended commencement of a civil action, if the parties so desire. The provisions of this Article may be enforced by agreement any court of the parties) competent jurisdiction, and the dispute can then proceed party seeking enforcement will be entitled to arbitration pursuant an award of all costs, fees and expenses, including attorney’s fees, to Section 5.2 belowbe paid by the party against whom enforcement is ordered.

Appears in 38 contracts

Samples: www.bnl.gov, www.bnl.gov, www.bnl.gov

Mediation. In the event of any dispute arising under or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt to resolve the dispute through mediation Mediation proceedings shall be conducted in accordance with the following terms Commercial Mediation Rules of the American Arbitration Association (the "AAA") in effect on the date the notice of mediation was served, other than as specifically modified herein, and conditions: A party shall submit be non-binding on the parties thereto. Any Member may commence a dispute to mediation proceeding by serving written notice thereof to the other partyMembers, by mail or otherwise, designating the issue(s) to be mediated and the specific provisions of this Agreement under which such issue(s) and dispute arose. The mediation initiating party shall simultaneously file two copies of the notice with the AAA, along with a copy of this Agreement. A Member may withdraw from the Member Dispute by signing an agreement to be conducted by a single mediator selected bound by the parties. If results of the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party andmediation, to the extent necessary the mediation results are accepted by the other Members as provided herein. A Member who withdraws shall have no further right to mediate participate in the particular Member Dispute. The Members shall select one neutral third party AAA mediator (the "Mediator") with expertise in the area that is in dispute, general knowledge of the domain name system. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is a Mediator has not provided by the appointed mediatorbeen selected within five (5) business days thereafter, then a replacement mediator Mediator shall be appointed pursuant to this Section 5.1(a). The mediator shall conduct selected by the mediation AAA in accordance with the rules and procedures that he or she determines following consultation with Commercial Mediation Rules of the partiesAAA. The parties Mediator shall discuss schedule sessions, as necessary, for the dispute in good faith and attemptpresentation by all Members of their respective positions, with which, at the mediator’s assistance, to reach an amicable resolution option of the disputeMediator, may be heard by the Mediator jointly or in private, without any other members present. The mediation proceeding shall be treated held in the city that is the company’s principal place of business or such other place as agreed by the Mediator and all of the Members. The Members may submit to the Mediator, no later than ten (10) business days prior to the first scheduled session, a brief memorandum in support of their position. The Mediator shall make written recommendations for settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to respect of the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses apportionment of the mediator. Each party shall treat information received from ’s fee, within ten (10) business days of the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15last scheduled session. If any Member involved is not satisfied with the parties have engaged in good faith participation in the mediation but have not resolved the dispute recommendation for any reasonsettlement, either party or the mediator he may terminate the mediation at any time and the dispute can then proceed to commence an arbitration pursuant to Section 5.2 below. If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(a), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then proceed to arbitration pursuant to Section 5.2 belowproceeding.

Appears in 5 contracts

Samples: Operating Agreement (Raven Fund 1), Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement

Mediation. In At any step following the event Informal Discussion in the grievance process, the Union or Management may request mediation, by letter to the department’s personnel officer or designated Union representative. Within 10 business days of any dispute arising under receipt of a request for mediation, the receiving party shall either return the request without action or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must request that the Employee Relations Board appoint a mediator. The Employee Relations Board shall attempt to resolve obtain the dispute through mediation in accordance with services of a mediator from the following terms State Mediation and conditions: A party shall submit Conciliation Service. If a dispute State mediator is unavailable, Union and Management may jointly agree to mediation by written notice to the other party. The mediation shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge Executive Director of the domain name systemEmployee Relations Board. Any mediator must confirm in writing that he or she is not, and will not become during the term The fees of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant shared equally by Union and Management. The primary effort of the mediator shall be to this Section 5.1(a)assist the parties in settling the grievance in a mutually satisfactory fashion. The mediation procedure shall be informal, i.e., court reporters shall not be allowed, the rules of evidence shall not apply, and no formal record shall be made. The mediator shall determine whether witnesses are necessary in the conduct the mediation in accordance with the rules and procedures that he or she determines following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15proceedings. If the parties have engaged in good faith participation in the mediation but have settlement is not resolved the dispute for any reasonpossible, either party or the mediator may terminate the mediation at any time and the dispute can then proceed be requested to arbitration pursuant to Section 5.2 below. If provide the parties have not resolved with an immediate oral opinion as to how the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant grievance would be decided if it went to Section 5.1(a), the mediation arbitration. Such opinion shall automatically terminate (unless extended by be advisory only. Upon mutual agreement of the parties) , the mediator may be requested to furnish such opinion in writing, along with a brief statement of the reasons for the opinion. Such opinion shall not be used during any subsequent arbitration. Notwithstanding the above, and Section 4.865 of the dispute can then proceed Employee Relations Ordinance, the parties may mutually agree to arbitration pursuant accept the opinion of the mediator as binding. If mediation does not resolve the issue, the grievant has 10 business days to Section 5.2 belowfile an appeal to the next level in the procedure.

Appears in 5 contracts

Samples: Letter of Agreement, Letter of Agreement, cao.lacity.org

Mediation. In At any step following the event Informal Discussion in the grievance process, the Union or Management may request mediation, by letter to the department’s personnel officer or designated Union representative. Within 10 business days of any dispute arising under receipt of a request for mediation, the receiving party shall either return the request without action or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must request that the Employee Relations Board appoint a mediator. The Employee Relations Board shall attempt to resolve obtain the dispute through mediation in accordance with services of a mediator from the following terms State Mediation and conditions: A party shall submit Conciliation Service. If a dispute State mediator is unavailable, Union and Management may jointly agree to mediation by written notice to the other party. The mediation shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge Executive Director of the domain name systemEmployee Relations Board. Any mediator must confirm in writing that he or she is not, and will not become during the term The fees of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant shared equally by Union and Management. The primary effort of the mediator shall be to this Section 5.1(a)assist the parties in settling the grievance in a mutually satisfactory fashion. The mediation procedure shall be informal, i.e., court reporters shall not be allowed, the rules of evidence shall not apply, and no formal record shall be made. The mediator shall determine whether witnesses are necessary in the conduct the mediation in accordance with the rules and procedures that he or she determines following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15proceedings. If the parties have engaged in good faith participation in the mediation but have settlement is not resolved the dispute for any reasonpossible, either party or the mediator may terminate the mediation at any time and the dispute can then proceed be requested to arbitration pursuant to Section 5.2 below. If provide the parties have not resolved with an immediate oral opinion as to how the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant grievance would be decided if it went to Section 5.1(a), the mediation arbitration. Such opinion shall automatically terminate (unless extended by be advisory only. Upon mutual agreement of the parties) , the mediator may be requested to furnish such opinion in writing, along with a brief statement of the reasons for the opinion. Such opinion shall not be used during any subsequent arbitration. Notwithstanding the above, and Section 4.865 of the dispute can then proceed Employee Relations Ordinance, the parties may mutually agree to arbitration pursuant accept the opinion of the mediator as binding. If mediation does not resolve the issue, the grievant has 10 business days to Section 5.2 belowfile an appeal to the next level in the procedure.

Appears in 4 contracts

Samples: Letter of Agreement, cao.lacity.org, cao.lacity.gov

Mediation. In Except for the event right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute and all disputes arising under or out of this Agreement which the parties themselves are unable to resolve within 60 days after such dispute arises shall, at the option of either party, be mediated in connection good faith. The party seeking mediation of such dispute shall promptly advise the other party of such dispute in a writing which describes in reasonable detail the nature of such dispute and which shall state that party's desire to initiate mediation thereof. By not later than 10 business days after the recipient has received such written notice of dispute, each party shall have selected for itself a representative who shall participate in such mediation, and shall additionally have advised the other party in writing of the name of such representative. By not later than 15 business days after the written notice of dispute has been received, such representatives shall schedule a date for a mediation hearing with this Agreementa mutually agreeable mediator. The parties shall enter into good faith mediation and shall share the costs equally. If the representatives of the parties have not been able to schedule a date for a mediation hearing with a mutually agreeable mediator within fifteen days after receipt of a written notice of the dispute, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt or if the representatives of the parties have not been able to resolve the dispute through within 15 business days after such mediation in accordance with the following terms and conditions: A party shall submit a dispute to mediation by written notice to the other party. The mediation shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1hearing, the parties will promptly select shall have the right to pursue any other remedies legally available to resolve such dispute in a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge court of contract law, has no ongoing business relationship with either party and, competent jurisdiction. This provision shall not be construed to the extent necessary waive any rights or timely performance of any obligations existing under this Agreement. The option to mediate provided for in this mediation clause shall terminate upon the particular dispute, general knowledge expiration or termination of the domain name system. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a). The mediator shall conduct the mediation in accordance with the rules and procedures that he or she determines following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(a), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then proceed to arbitration pursuant to Section 5.2 belowAgreement.

Appears in 3 contracts

Samples: Relationship and License Agreement (Link Plus Corp), Relationship and License Agreement (Link Plus Corp), License Agreement (Link Plus Corp)

Mediation. In the event of any dispute arising under or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt to resolve the dispute through mediation in accordance with the following terms and conditions: A party shall submit a dispute to mediation by written notice to the other partyparty or parties. The mediation mediator shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1mediator, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, International Institute for Conflict Prevention and Resolution (“CPR”) shall designate a mediator, who is mediator at the request of a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name systemparty. Any mediator must be acceptable to all parties and must confirm in writing that he or she the mediator is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a)beneficial owner with significant influence over any EY Firm audit client. The mediator shall conduct the mediation in accordance as the mediator determines, with the rules and procedures that he or she determines following consultation with agreement of the parties. The parties shall discuss the dispute their differences in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. The mediation proceedings shall not be recorded or transcribed. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved a dispute within 90 days after written notice beginning mediation (or a longer period, if the dispute for any reason by parties agree to extend the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(amediation), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then shall be settled by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution process without initiating mediation, or before the mediation process has terminated, an opposing party may deem the mediation requirement to have been waived and may proceed with arbitration. Arbitration The arbitration will be conducted in accordance with the procedures in this document and the CPR Rules for Non-Administered Arbitration (“Rules”) as in effect on the date of the Agreement, or such other rules and procedures as the parties may agree. In the event of a conflict, the provisions of this document will control. The arbitration will be conducted before a panel of three arbitrators, to be selected in accordance with the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may be appointed unless the arbitrator has agreed in writing to these procedures and has confirmed in writing that the arbitrator is not, and will not become during the term of the arbitration, an employee, partner, executive officer, director, or beneficial owner with significant influence over any EY Firm audit client. EY LLP Main Agreement 2023 Confidential Calamos Trusts Contract ID: 703391 MASTER SERVICES AGREEMENT The arbitration pursuant panel shall have no power to Section 5.2 below.award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with the agreement to which these procedures are attached or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. In deciding the dispute, the arbitration panel shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction, and shall have no power to decide the dispute in any manner not consistent with such limitations period. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary to comply with applicable law, regulatory requirements or professional standards. The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction. EY LLP Main Agreement 2023 Confidential Calamos Trusts Contract ID: 703391 MASTER SERVICES AGREEMENT Appendix 2 Calamos Advisors Trust Calamos ETF Trust Calamos Investment Trust Calamos Antetokounmpo Sustainable Equities Trust Calamos Convertible Opportunities and Income Fund 00-0000000 Calamos Convertible and High Income Fund 00-0000000 Calamos Strategic Total Return Fund 00-0000000 Calamos Global Total Return Fund 20-0000000 Calamos Global Dynamic Income Fund 20-0000000 Calamos Dynamic Convertible and Income Fund 40-0000000 Calamos Long/Short Equity & Dynamic Income Trust 80-0000000 EY LLP Main Agreement 2023 Confidential Calamos Trusts Contract ID: 703391

Appears in 3 contracts

Samples: Master Services Agreement (Calamos Antetokounmpo Sustainable Equities Trust), Master Services Agreement (Calamos Advisors Trust/Il), Master Services Agreement (Calamos Investment Trust/Il)

Mediation. In At any step following the event Informal Discussion in the grievance process, the Association or Management may request mediation, by letter to the department’s personnel officer. Within 10 business days of any dispute arising under receipt of a request for mediation, the receiving party shall either return the request without action or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must request that the Employee Relations Board appoint a mediator. The Employee Relations Board shall attempt to resolve obtain the dispute through mediation in accordance with services of a mediator from the following terms State Mediation and conditions: A party shall submit Conciliation Service. If a dispute State mediator is unavailable, Association and Management may jointly agree to mediation by written notice to the other party. The mediation shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge Executive Director of the domain name systemEmployee Relations Board. Any mediator must confirm in writing that he or she is not, and will not become during the term The fees of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant shared equally by Association and Management. The primary effort of the mediator shall be to this Section 5.1(a)assist the parties in settling the grievance in a mutually satisfactory fashion. The mediation procedure shall be informal, i.e., court reporters shall not be allowed, the rules of evidence shall not apply, and no formal record shall be made. The mediator shall determine whether witnesses are necessary in the conduct the mediation in accordance with the rules and procedures that he or she determines following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15proceedings. If the parties have engaged in good faith participation in the mediation but have settlement is not resolved the dispute for any reasonpossible, either party or the mediator may terminate the mediation at any time and the dispute can then proceed be requested to arbitration pursuant to Section 5.2 below. If provide the parties have not resolved with an immediate oral opinion as to how the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant grievance would be decided if it went to Section 5.1(a), the mediation arbitration. Such opinion shall automatically terminate (unless extended by be advisory only. Upon mutual agreement of the parties) , the mediator may be requested to furnish such opinion in writing, along with a brief statement of the reasons for the opinion. Such opinion shall not be used during any subsequent arbitration. Notwithstanding the above, and Section 4.865 of the dispute can then proceed Employee Relations Ordinance, the parties may mutually agree to arbitration pursuant accept the opinion of the mediator as binding. If mediation does not resolve the issue, the grievant has 10 business days to Section 5.2 belowfile an appeal to the next level in the procedure.

Appears in 3 contracts

Samples: cao.lacity.org, cao.lacity.org, cao.lacity.org

Mediation. In the event of any dispute arising under or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN Employer and Registry Operator must Executive will make a good faith attempt to resolve the any and all claims and disputes by submitting them to mediation in Snohomish County, Washington before resorting to arbitration or any other dispute through resolution procedure. The mediation of any claim or dispute must be conducted in accordance with the following terms and conditions: A party shall submit a dispute to mediation then-current JAMS procedures for the resolution of employment disputes by written notice to the other party. The mediation shall be conducted mediation, by a single mediator selected by the partieswho has had both training and experience as a mediator of general employment and commercial matters. If the parties to this Agreement cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name system. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement the mediator shall will be appointed pursuant selected by JAMS in accordance with JAMS’ strike list method. Within thirty (30) days after the selection of the mediator, Employer and Executive and their respective attorneys will meet with the mediator for one mediation session of at least four hours. If the claim or dispute cannot be settled during such mediation session or mutually agreed continuation of the session, either Employer or Executive may give the mediator and the other party to the claim or dispute written notice declaring the end of the mediation process. All discussions connected with this Section 5.1(a)mediation provision will be confidential and treated as compromise and settlement discussions. Nothing disclosed in such discussions, which is not independently discoverable, may be used for any purpose in any later proceeding. The mediator shall conduct mediator’s fees will be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. b. Arbitration. If any claim or dispute has not been resolved in accordance with Section 14.a., then the mediation claim or dispute will be determined by arbitration in accordance with the then-current JAMS employment arbitration rules and procedures that he or she determines following consultation with the partiesprocedures, except as modified herein. The parties shall discuss the dispute arbitration will be conducted by a sole neutral arbitrator who has had both training and experience as an arbitrator of general employment and commercial matters and who is and for at least ten (10) years has been, a partner, a shareholder, or a member in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the disputea law firm. The mediation arbitration shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party held in any later proceeding relating to the disputeSnohomish County, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15Washington. If Employer and Executive cannot agree on an arbitrator, then the parties have engaged arbitrator will be selected by JAMS in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(a), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then proceed to arbitration pursuant to Section 5.2 below.accordance

Appears in 3 contracts

Samples: Executive Employment Agreement (Biolife Solutions Inc), Executive Employment Agreement (Biolife Solutions Inc), Executive Employment Agreement (Biolife Solutions Inc)

Mediation. In the event of any dispute arising under or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt to resolve the dispute through mediation Mediation proceedings shall be conducted in accordance with the following terms Commercial Mediation Rules of the American Arbitration Association (the "AAA") in effect on the date the notice of mediation was served, other than as specifically modified herein, and conditions: A party shall submit be non- binding on the parties thereto. Any Member may commence a dispute to mediation proceeding by serving written notice thereof to the other partyMembers, by mail or otherwise, designating the issue(s) to be mediated and the specific provisions of this Agreement under which such issue(s) and dispute arose. The mediation initiating party shall simultaneously file two copies of the notice with the AAA, along with a copy of this Agreement. A Member may withdraw from the Member Dispute by signing an agreement to be conducted by a single mediator selected bound by the parties. If results of the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party andmediation, to the extent necessary the mediation results are accepted by the other Members as provided herein. A Member who withdraws shall have no further right to mediate participate in the particular Member Dispute. The Members shall select one neutral third party AAA mediator (the "Mediator") with expertise in the area that is in dispute, general knowledge of the domain name system. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is a Mediator has not provided by the appointed mediatorbeen selected within five (5) business days thereafter, then a replacement mediator Mediator shall be appointed pursuant to this Section 5.1(a). The mediator shall conduct selected by the mediation AAA in accordance with the rules and procedures that he or she determines following consultation with Commercial Mediation Rules of the partiesAAA. The parties Mediator shall discuss schedule sessions, as necessary, for the dispute in good faith and attemptpresentation by all Members of their respective positions, with which, at the mediator’s assistance, to reach an amicable resolution option of the disputeMediator, may be heard by the Mediator jointly or in private, without any other members present. The mediation proceeding shall be treated held in the city that is the company’s principal place of business or such other place as agreed by the Mediator and all of the Members. The Members may submit to the Mediator, no later than ten (10) business days prior to the first scheduled session, a brief memorandum in support of their position. The Mediator shall make written recommendations for settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to respect of the dispute, including any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses apportionment of the mediator. Each party shall treat information received from ’s fee, within ten (10) business days of the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15last scheduled session. If any Member involved is not satisfied with the parties have engaged in good faith participation in the mediation but have not resolved the dispute recommendation for any reasonsettlement, either party or the mediator he may terminate the mediation at any time and the dispute can then proceed to commence an arbitration pursuant to Section 5.2 below. If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(a), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then proceed to arbitration pursuant to Section 5.2 belowproceeding.

Appears in 3 contracts

Samples: Sample Operating Agreement, Sample Operating Agreement, Sample Operating Agreement

Mediation. In the event of any dispute arising under or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt to resolve the dispute through mediation in accordance with the following terms and conditions: A party shall submit a dispute to mediation by written notice to the other partyparty or parties. The mediation mediator shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1mediator, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, International Institute for Conflict Prevention and Resolution (the “CPR Institute”) shall designate a mediator, who is mediator at the request of a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name systemparty. Any mediator must be acceptable to all parties and must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, director or security holder substantial equity owner of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a)any EY Firm’s audit client. The mediator shall conduct the mediation in accordance as he/she determines, with the rules and procedures that he or she determines following consultation with agreement of the parties. The parties shall discuss the dispute their differences in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. The mediation proceedings shall not be recorded or transcribed. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved a dispute within 90 days after written notice beginning mediation (or a longer period, if the dispute for any reason by parties agree to extend the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(amediation), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then shall be settled by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution process without initiating mediation or before the mediation process has terminated, an opposing party may deem the mediation requirement to have been waived and may proceed to arbitration pursuant to Section 5.2 belowwith arbitration.

Appears in 2 contracts

Samples: Agreement, Agreement

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Mediation. In the event Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of any dispute a resolution under this Section 11.4) arising under out of, related to, or in connection with this AgreementAgreement or the transactions contemplated hereby (a “Dispute”) shall be governed by this Section 11.4. A party must, before either party may initiate arbitration pursuant in the first instance, provide written notice of any Disputes to Section 5.2 belowthe other parties subject to such Dispute, ICANN and Registry Operator which notice must attempt provide a reasonably detailed description of the matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the dispute through Dispute on an amicable basis within 10 Business Days of the notice of such Dispute being received by such other parties subject to such Dispute (the “Resolution Period”); provided, that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within 60 days after the occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by mediation in accordance with the pursuant to rules promulgated by Judicial Arbitration and Mediation Service, Inc. (“JAMS”) or its successors. Within three business days following terms and conditions: A party shall submit a dispute to mediation delivery of notice by written notice one Party to the other party. The mediation shall be conducted by a single mediator selected by that the parties. If first Party desires to submit the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant Dispute to this Section 5.1mediation, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, requesting Party shall contact JAMS to the extent necessary to mediate the particular dispute, general knowledge of the domain name system. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a). The mediator shall conduct schedule the mediation conference. An individual mediator will then be selected in accordance with the rules of JAMS to conduct the mediation, provided that such mediator must be a person mutually agreed between the Parties to have not less than 10 years of experience in finance and commercial real estate transactions. The mediation will be a non-binding conference between the parties conducted in accordance with the applicable rules and procedures that he or she determines following consultation with the partiesof JAMS. The parties shall discuss attempt to settle the dispute by participating in good faith and attemptat least eight hours of mediation. Once a notice for mediation has been delivered pursuant to this Section 11.4, neither Party may initiate any other Proceeding until the mediation of such Dispute is complete, with the mediator’s assistancesole exception of seeking emergency relief from a court of competent jurisdiction. Any mediation will be considered complete: (i) if the Parties enter into an agreement to resolve the Dispute; or (ii) if the Dispute is not resolved after participating in eight hours of mediation, if the Parties mutually agree in writing to reach an amicable resolution of the disputecontinue such mediation after eight hours. The seat of mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the disputeNew York County, including any arbitration pursuant to Section 5.2State of New York. The mediator may not testify for either party in any later proceeding relating to the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses language of the mediator. Each party arbitration shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(a), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then proceed to arbitration pursuant to Section 5.2 belowbe English.

Appears in 1 contract

Samples: Share Purchase Agreement (Sunburst Acquisitions v Inc)

Mediation. In To the event fullest extent permitted by applicable law, if a dispute or potential dispute arises out of any dispute arising under or in connection with relates to this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt to resolve if the dispute cannot be settled through mediation in accordance with negotiation, then, before resorting such remedies as may be available to them, the following terms and conditions: A party dispute shall submit a dispute be referred to mediation at the request of either Party. The Parties shall retain a mediator to aid the Parties in their discussions and negotiations by written notice informally providing advice to the other partyParties. The mediation shall If a mediator cannot be conducted by a single mediator selected agreed upon by the parties. If Parties within ten (10) days after the parties cannot agree on a mediator within fifteen date that is thirty (1530) calendar days of following delivery of written notice pursuant to this Section 5.1the request for mediation, then each of the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate Parties shall nominate a mediator, and those two mediators will select a third mediator who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to shall act as the extent necessary to mediate the particular mediator for such dispute, general knowledge of the domain name system. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided opinion expressed by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a). The mediator shall conduct the mediation in accordance with the rules and procedures that he or she determines following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion strictly advisory and shall therefore be confidential and may not be used against either party binding on the partiesParties, nor shall any opinion expressed by the mediator be admissible in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2other proceeding. The mediator may not testify for either party in any later proceeding relating to be chosen from a list of mediators previously selected by the dispute. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses Parties or by other agreement of the mediatorParties. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information Costs of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(a), the mediation shall automatically terminate (unless extended be borne equally by agreement the Parties, except that each of the partiesParties shall be responsible for its own expenses. Mediation efforts shall terminate at the request of either of the Parties given no earlier than sixty (60) days after the selection of the first mediator. The requirement for mediation shall earlier terminate as to any dispute or potential dispute if a Party shall give to the other partyParty a notice stating that its position on the dispute or potential dispute is firm and the other partyParty does not respond with a request for mediation within three (3) days of its receipt of the notice. The foregoing notwithstanding, (a) compliance with this Section shall only be a prerequisite to the initiation of litigation or the giving by a Party of optional notice of termination of this Agreement, and (b) this Section shall cease to apply to any dispute can then proceed if a Party fails to arbitration pursuant nominate a mediator within ten (10) Business Days of being required to Section 5.2 belowdo so, or the two mediators fail to select the third mediator within ten (10) Business Days of being required to do so.

Appears in 1 contract

Samples: Community Benefits Agreement

Mediation. In the event of any dispute arising under or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt to resolve the dispute through mediation in accordance with the following terms and conditions: A party shall submit a dispute to mediation by written notice to the other partyparty or parties. The mediation mediator shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1mediator, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, International Institute for Conflict Prevention and Resolution (“CPR”) shall designate a mediator, who is mediator at the request of a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name systemparty. Any mediator must be acceptable to all parties and must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder substantial equity owner of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a)any EY audit client. The mediator shall conduct the mediation in accordance as he/she determines, with the rules and procedures that he or she determines following consultation with agreement of the parties. The parties shall discuss the dispute their differences in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. The mediation proceedings shall not be recorded or transcribed. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved a dispute within 90 days after written notice beginning mediation (or a longer period, if the dispute for any reason by parties agree to extend the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(amediation), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then shall be settled by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution process without initiating mediation, or before the mediation process has terminated, an opposing party may deem the mediation requirement to have been waived and may proceed with arbitration. Arbitration The arbitration will be conducted in accordance with the procedures in this document and the CPR Rules for Non-Administered Arbitration (“Rules”) as in effect on the date of the Agreement, or such other rules and procedures as the parties may agree. In the event of a conflict, the provisions of this document will control. The arbitration will be conducted before a panel of three arbitrators, to be selected in accordance with the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may be appointed unless he or she has agreed in writing to these procedures and has confirmed in writing that he or she is not, and will not become during the term of the arbitration, an employee, partner, executive officer, director, or substantial equity owner of EY or any EY audit client. EY LLP Main Agreement US001 072517 CALAMOS INVESTMENT TRUST Page 8 of 9 The arbitration pursuant panel shall have no power to Section 5.2 below.award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with the agreement to which these procedures are attached or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. In deciding the dispute, the arbitration panel shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction, and shall have no power to decide the dispute in any manner not consistent with such limitations period. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary to comply with applicable law, regulatory requirements or professional standards. The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction. EY LLP Main Agreement US001 072517 CALAMOS INVESTMENT TRUST Appendix II Calamos Investment Trust Convertible Fund- CCVIX Growth and Income Fund- CVTRX Market Neutral Income Fund- CVSIX Growth Fund- CVGRX Global Opportunities Fund- CVLOX High Income Opportunities Fund- CHYDX Select Fund- CVAAX International Growth Fund- CIGRX Global Equity Fund- CAGEX Total Return Bond Fund- CTRAX Evolving World Growth Fund- CNWGX Dividend Growth Fund- CADVX Global Convertible und- CAGCX Hedged Equity Fund-CAHEX Phineus Long/Short Fund- CPLSX Short-Term Bond Fund- CSTBX Timpani Small Cap Growth Fund- CTASX Timpani XXXX Growth Fund- CTAGX Global Sustainable Equities Fund- CAGSX International Small Cap Growth Fund -CAISX Calamos Advisors Trust Growth and Income Portfolio- CAT Calamos Closed-End Funds Convertible Opportunities and Income Fund- CHI Convertible and High Income Fund- CHY Strategic Total Return Fund- CSQ Global Total Return Fund- CGO Global Dynamic Income Fund- CHW Dynamic Convertible and Income Fund- CCD Long/Short Equity & Dynamic Income Trust- CPZ Global Convertible and Dynamic Income Trust - CVF

Appears in 1 contract

Samples: Calamos Advisors Trust/Il

Mediation. In Except as otherwise set forth in Section 8 hereof, in the event of any dispute arising under concerning Executive’s employment by the Company, whether or in connection with not relating to this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN the Executive and Registry Operator must the Company shall first attempt to resolve the such dispute through mediation as provided in accordance with the following terms and conditions: A this Section 11(a); provided, however, that neither party shall submit be required to utilize such mediation procedures to the extent that injunctive relief is being sought by a party in the good faith belief that an immediate remedy is required to avoid irreparable injury to such party. Except as otherwise provided in the proviso to the immediately preceding sentence, in the event that either party desires to resolve a dispute to mediation concerning the Executive’s employment by the Company, such party shall first give written notice to the other party. The mediation shall be conducted by a single mediator selected by party identifying the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name system. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a). The mediator shall conduct the mediation in accordance with the rules and procedures that he or she determines following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution nature of the dispute. The parties shall then promptly (and, in any event, within ten (10) business days of the giving of notice of a dispute) engage the services of an impartial, experienced employment mediator (the “Mediator”) under the auspices of JAMS/Endispute (or such other mediation service as the parties may mutually select) in Los Angeles County, California and shall promptly schedule a mediation session with the Mediator which is not later than forty five (45) days after the date of the selection of the Mediator. The Mediator shall conduct a one-day mediation session, attended by both parties and their counsel, in an attempt to informally resolve the dispute. By oral or written agreement of both parties, follow-up or additional mediation sessions may be scheduled, but neither party shall be required to participate in more than one day of mediation. Neither party shall be required to submit briefs or position papers to the Mediator, but both parties shall have the right to do so, subject to such rules and procedures as the Mediator may establish in his or her sole discretion. Except as otherwise agreed by the parties, all written submissions to the Mediator shall remain confidential as between the submitting party and the Mediator. The mediation process shall be treated as a settlement discussion negotiation and shall therefore be confidential and no evidence introduced or statements made in the mediation process may not be used against in any way by either party or any other person in connection with any later proceeding relating subsequent litigation or other legal proceedings (except to the dispute, including extent independently obtained through discovery in such litigation or proceedings) and the disclosure of any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating privileged information to the disputeMediator shall not operate as a waiver of the privilege with respect to such information. Each party shall bear all of its own costs in the mediationcosts, attorneys’ fees and expenses related to preparing for and attending any mediation conducted under this Agreement. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to Mediator and the mediation that service used, if any, shall be borne equally by the Company and the Executive, and will be borne exclusively by the Company when such is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(a), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then proceed to arbitration pursuant to Section 5.2 belowlaw.

Appears in 1 contract

Samples: Employment Agreement (Davita Inc)

Mediation. In Except as otherwise set forth in Section 5(m), in the event of any dispute arising under concerning Executive’s employment by the Company, whether or in connection with not relating to this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN Executive and Registry Operator must the Company shall first attempt to resolve the such dispute through mediation as provided in accordance with the following terms and conditions: A this Section 7(a); provided, however, that neither party shall submit be required to utilize such mediation procedures to the extent that injunctive relief is being sought by a party in the good faith belief that an immediate remedy is required to avoid irreparable injury to such party. Except as otherwise provided in the proviso to the immediately preceding sentence, in the event that either party desires to resolve a dispute to mediation concerning Executive’s employment by the Company, such party shall first give written notice to the other party. The mediation shall be conducted by a single mediator selected by party identifying the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name system. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a). The mediator shall conduct the mediation in accordance with the rules and procedures that he or she determines following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution nature of the dispute. The parties shall then promptly (and, in any event, within ten business days of the giving of notice of a dispute) engage the services of an impartial, experienced employment mediator (the “Mediator”) under the auspices of JAMS/Endispute (or such other mediation service as the parties may mutually select) in Denver, Colorado, and shall promptly schedule a mediation session with the Mediator which is not later than 45 days after the date of the selection of the Mediator. The Mediator shall conduct a one-day mediation session, attended by both parties and their counsel, in an attempt to informally resolve the dispute. By oral or written agreement of both parties, follow-up or additional mediation sessions may be scheduled, but neither party shall be required to participate in more than one day of mediation. Neither party shall be required to submit briefs or position papers to the Mediator, but both parties shall have the right to do so, subject to such rules and procedures as the Mediator may establish in his or her sole discretion. Except as otherwise agreed by the parties, all written submissions to the Mediator shall remain confidential as between the submitting party and the Mediator. The mediation process shall be treated as a settlement discussion negotiation and shall therefore be confidential and no evidence introduced or statements made in the mediation process may not be used against in any way by either party or any other person in connection with any later proceeding relating subsequent litigation or other legal proceedings (except to the dispute, including extent independently obtained through discovery in such litigation or proceedings) and the disclosure of any arbitration pursuant to Section 5.2. The mediator may not testify for either party in any later proceeding relating privileged information to the disputeMediator shall not operate as a waiver of the privilege with respect to such information. Each party shall bear all of its own costs in the mediationcosts, attorneys’ fees and expenses related to preparing for and attending any mediation conducted under this Agreement. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to Mediator and the mediation that service used, if any, shall be borne equally by the Company and Executive, and will be borne exclusively by the Company when such is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(a), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then proceed to arbitration pursuant to Section 5.2 belowlaw.

Appears in 1 contract

Samples: Employment Agreement (Davita Inc.)

Mediation. In the event of any dispute arising under or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt to resolve the dispute through mediation in accordance with the following terms and conditions: A party shall submit a dispute to mediation by written notice to the other partyparty or parties. The mediation mediator shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1mediator, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, International Institute for Conflict Prevention and Resolution (“CPR”) shall designate a mediator, who is mediator at the request of a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name systemparty. Any mediator must be acceptable to all parties and must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder substantial equity owner of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a)any EY audit client. The mediator shall conduct the mediation in accordance as he/she determines, with the rules and procedures that he or she determines following consultation with agreement of the parties. The parties shall discuss the dispute their differences in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. The mediation proceedings shall not be recorded or transcribed. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved a dispute within 90 days after written notice beginning mediation (or a longer period, if the dispute for any reason by parties agree to extend the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(amediation), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then shall be settled by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution process without initiating mediation, or before the mediation process has terminated, an opposing party may deem the mediation requirement to have been waived and may proceed with arbitration. Arbitration The arbitration will be conducted in accordance with the procedures in this document and the CPR Rules for Non-Administered Arbitration (“Rules”) as in effect on the date of the Agreement, or such other rules and procedures as the parties may agree. In the event of a conflict, the provisions of this document will control. The arbitration will be conducted before a panel of three arbitrators, to be selected in accordance with the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may be appointed unless he or she has agreed in writing to these procedures and has confirmed in writing that he or she is not, and will not become during the term of the arbitration, an employee, partner, executive officer, director, or substantial equity owner of EY or any EY audit client. EY LLP Main Agreement US001 072517 CALAMOS INVESTMENT TRUST Page 8 of 9 The arbitration pursuant panel shall have no power to Section 5.2 below.award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with the agreement to which these procedures are attached or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. In deciding the dispute, the arbitration panel shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction, and shall have no power to decide the dispute in any manner not consistent with such limitations period. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary to comply with applicable law, regulatory requirements or professional standards. The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction. EY LLP Main Agreement US001 072517 CALAMOS INVESTMENT TRUST Appendix II Calamos Investment Trust Convertible Fund- CCVIX Growth and Income Fund- CVTRX Market Neutral Income Fund- CVSIX Growth Fund- CVGRX Global Opportunities Fund- CVLOX High Income Opportunities Fund- CHYDX Select Fund- CVAAX International Growth Fund- CIGRX Global Equity Fund- CAGEX Total Return Bond Fund- CTRAX Evolving World Growth Fund- CNWGX Dividend Growth Fund- CADVX Global Convertible und- CAGCX Hedged Equity Fund-CAHEX Phineus Long/Short Fund- CPLSX Short-Term Bond Fund- CSTBX Timpani Small Cap Growth Fund- CTASX Timpani SXXX Growth Fund- CTAGX Global Sustainable Equities Fund- CAGSX International Small Cap Growth Fund -CAISX Calamos Advisors Trust Growth and Income Portfolio- CAT Calamos Closed-End Funds Convertible Opportunities and Income Fund- CHI Convertible and High Income Fund- CHY Strategic Total Return Fund- CSQ Global Total Return Fund- CGO Global Dynamic Income Fund- CHW Dynamic Convertible and Income Fund- CCD Long/Short Equity & Dynamic Income Trust- CPZ Global Convertible and Dynamic Income Trust - CVF

Appears in 1 contract

Samples: Calamos Investment Trust/Il

Mediation. In the event of any dispute arising under or in connection with this Agreement, before either party may initiate arbitration pursuant to Section 5.2 below, ICANN and Registry Operator must attempt to resolve the dispute through mediation in accordance with the following terms and conditions: A party shall submit a dispute to mediation by written notice to the other partyparty or parties. The mediation mediator shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days of delivery of written notice pursuant to this Section 5.1mediator, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, International Institute for Conflict Prevention and Resolution (“CPR”) shall designate a mediator, who is mediator at the request of a licensed attorney with general knowledge of contract law, has no ongoing business relationship with either party and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name systemparty. Any mediator must be acceptable to all parties and must confirm in writing that he or she the mediator is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or Registry Operator. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 5.1(a)beneficial owner with significant influence over any EY Firm audit client. The mediator shall conduct the mediation in accordance as the mediator determines, with the rules and procedures that he or she determines following consultation with agreement of the parties. The parties shall discuss the dispute their differences in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute. The mediation shall be treated as a settlement discussion and shall therefore be confidential and may not be used against either party in any later proceeding relating to the dispute, including any arbitration pursuant to Section 5.2confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. The mediation proceedings shall not be recorded or transcribed. Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator. Each party shall treat information received from the other party pursuant to the mediation that is appropriately marked as confidential (as required by Section 7.15) as Confidential Information of such other party in accordance with Section 7.15. If the parties have engaged in good faith participation in the mediation but have not resolved the dispute for any reason, either party or the mediator may terminate the mediation at any time and the dispute can then proceed to arbitration pursuant to Section 5.2 below. If the parties have not resolved a dispute within 90 days after written notice beginning mediation (or a longer period, if the dispute for any reason by parties agree to extend the date that is ninety (90) calendar days following the date of the notice delivered pursuant to Section 5.1(amediation), the mediation shall automatically terminate (unless extended by agreement of the parties) and the dispute can then shall be settled by arbitration. In addition, if a party initiates litigation, arbitration, or other binding dispute resolution process without initiating mediation, or before the mediation process has terminated, an opposing party may deem the mediation requirement to have been waived and may proceed with arbitration. Arbitration The arbitration will be conducted in accordance with the procedures in this document and the CPR Rules for Non-Administered Arbitration (“Rules”) as in effect on the date of the Agreement, or such other rules and procedures as the parties may agree. In the event of a conflict, the provisions of this document will control. The arbitration will be conducted before a panel of three arbitrators, to be selected in accordance with the screened selection process provided in the Rules. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. No potential arbitrator may be appointed unless the arbitrator has agreed in writing to these procedures and has confirmed in writing that the arbitrator is not, and will not become during the term of the arbitration, an employee, partner, executive officer, director, or beneficial owner with significant influence over any EY Firm audit client. EY LLP Main Agreement 2023 Confidential Calamos Trusts Contract ID: 703391 MASTER SERVICES AGREEMENT The arbitration pursuant panel shall have no power to Section 5.2 below.award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with the agreement to which these procedures are attached or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. In deciding the dispute, the arbitration panel shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction, and shall have no power to decide the dispute in any manner not consistent with such limitations period. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only in accordance with the Rules or applicable professional standards. Before making any such disclosure, a party shall give written notice to all other parties and shall afford them a reasonable opportunity to protect their interests, except to the extent such disclosure is necessary to comply with applicable law, regulatory requirements or professional standards. The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction. EY LLP Main Agreement 2023 Confidential Calamos Trusts Contract ID: 703391 MASTER SERVICES AGREEMENT Appendix 2 Calamos Advisors Trust Calamos ETF Trust Calamos Investment Trust Calamos Antetokounmpo Sustainable Equities Trust Calamos Convertible Opportunities and Income Fund 00-0000000 Calamos Convertible and High Income Fund 00-0000000 Calamos Strategic Total Return Fund 00-0000000 Calamos Global Total Return Fund 20-0000000 Calamos Global Dynamic Income Fund 20-0000000 Calamos Dynamic Convertible and Income Fund 40-0000000 Calamos Long/Short Equity & Dynamic Income Trust 80-0000000 Calamos Merger Arbitrage Fund 90-0000000 EY LLP Main Agreement 2023 Confidential Calamos Trusts Contract ID: 703391

Appears in 1 contract

Samples: Master Services Agreement (Calamos ETF Trust)

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