Common use of Negotiation Clause in Contracts

Negotiation. Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 below.

Negotiation. (1) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager Party may request a meeting (in person or telephonically) to initiate negotiations to negotiations. Parties will then designate their respective Managers in writing, and the meeting shall be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (2) Within five (5) 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (3) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (4) If the matter is not resolved within forty-five (45) 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2subpart (a) above, refuses or will not meet within ten (10) 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.310.14(b). (5) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 10.14(c) below.. 10.14(b)

Negotiation. Except for disputes arising with respect to If a Termination Payment, Dispute arises between the Parties will at any time, such Dispute shall first be referred to the Parties’ Representatives named in this Schedule. The Parties’ Representatives shall meet without prejudice within 5 Days’ of receipt of the Dispute Notice by the Responding Party and they shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement such Dispute. Any decision jointly made by prompt negotiations between each Party’s Contract Representativethe Representatives shall be final and binding unless the Parties otherwise agree, as identified in Section 8.2, or such other person designated once it has been recorded in writing as a representative and signed by each Representative in accordance with paragraph 1.4. Subject to paragraph 3.1, if the Representatives have failed to resolve any Dispute within 10 Days’ of receipt of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) Dispute Notice by the Responding Party, the dispute shall be referred to initiate negotiations to be held the Parties’ Senior Representatives who shall within ten (10) Business Days 5 Days’ of the other Party’s receipt of Dispute being referred to them, meet without prejudice and attempt in good faith to resolve such requestDispute. Any decision jointly made by the Senior Representatives shall be final and binding unless the Parties otherwise agree, at a mutually agreed time once it has been recorded in writing and placesigned by each Senior Representative in accordance with paragraph 1.4. Mediation If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute Dispute cannot be resolved by good faith negotiation negotiation, the Dispute shall be referred to Mediation pursuant to the procedure set out below unless any Party, acting reasonably, considers that the Dispute is not suitable for mediation. For the avoidance of doubt, nothing in this Schedule shall be taken to exclude or limit the rights of any Party to make such applications (including but not limited to applications as to costs) as it sees fit in any proceedings, relating to the conduct of the other Party and in particular, any decision made under paragraph 4.1 above. The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten 10 Days after a request from one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party may apply to the Centre for Effective Dispute Resolution and Mediation (10“CEDR”) Business to appoint a Mediator and the mediation shall be conducted in accordance with the rules and procedures of the CEDR. If the CEDR is unable or unwilling to nominate a Mediator then any Party may (subject to obtaining the consent of the other(s)) approach an alternative reputable mediation body; the Parties shall within 10 Days of the Non-Defaulting PartyMediator’s receipt of appointment meet with the detailed basis Mediator to discuss and agree a programme for the explanation exchange of all relevant information and the dispute then either procedure to be adopted for the mediation. Either Party may refer ask the matter directly Mediator to Arbitration, as set forth in Section 10.4 belowgive guidance on a suitable programme for information exchange and/or mediation procedure.

Negotiation. Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Non- Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 below.

Negotiation. Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("“Manager"”). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("“Initial Negotiation End Date"”), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("“Executive(s)"”). Within five (5) Business Days of the Initial Negotiation End Date ("“Referral Date"”), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 below.

Negotiation. Except (a) It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any Dispute that may arise on a mutually acceptable negotiated basis. In furtherance of the foregoing, any party involved in a Dispute may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the parties at a senior level of management of the parties (or if the parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or, if one does not exist, the President or Chief Executive Officer, of each party involved in the Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for disputes arising such discussions or negotiations between the parties may be established by the parties from time to time; provided, however, that the parties shall use their commercially reasonable efforts to meet within 20 days of the Escalation Notice. Notwithstanding the provisions of Section 5.3(a), during the period from the date hereof through the first anniversary of the Distribution Date, in the event the parties involved in a Dispute do not resolve the Dispute in accordance with the foregoing provisions of this Section 5.2(a) within 60 days after the delivery of the Escalation Notice with respect to a Termination Paymentsuch Dispute, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to Dispute shall be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter referred to the designated senior officers Board of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days Directors of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral of RemainCo and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and dateSpinCo, which date shall not each be greater than thirty (30) calendar days from the Referral Date, requested to meet. After the initial meeting date, the Executives shall select a subcommittee thereof to meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the disputeDispute within 45 days of such referral, and no party involved in a Dispute may deliver an Arbitration Demand Notice pursuant to Section 5.3(a) until after such 45-day period has elapsed. All communication and writing exchanged between the Parties in connection with these negotiations Any resolution of a Dispute pursuant to this Section 5.2 shall be confidential and shall not be used or referred to memorialized in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved writing signed by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 belowboth parties.

Negotiation. (1) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract RepresentativeManager, as identified in Section 8.2on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (2) Within five (5) 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (3) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (4) If the matter is not resolved within forty-five (45) 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2subpart (a) above, refuses or will not meet within ten (10) 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.310.14(b). (5) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 10.14(c) below.. 10.14(b)

Negotiation. Each Party shall appoint a representative who shall be responsible for administering this dispute resolution provision (the “Appointed Representative”) after the Closing. The Appointed Representative shall have the authority to resolve any such disputes. Except as otherwise provided in this Agreement or in any Ancillary Agreement, in the event of a controversy, dispute or claim after the Closing arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or any Ancillary Agreement or otherwise arising out of, or in any way related to, this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (but, for the avoidance of doubt, specifically excluding the Merger Agreement where any disputes arising with respect under the Merger Agreement shall be resolved pursuant to a Termination Paymentthe terms thereof) (collectively, the Parties will attempt “Agreement Disputes”), the Appointed Representatives shall negotiate in good faith to resolve any controversy or claim arising out for a reasonable period of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle such Agreement Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed to by the dispute relevant Parties in writing, exceed ninety ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (3090) calendar days from the Referral Datetime of receipt by a Party of written notice of such Agreement Dispute. Nothing said or disclosed, to meet. After nor any document produced, in the initial meeting datecourse of any negotiations, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information conferences and to attempt to resolve the dispute. All communication and writing exchanged between the Parties discussions in connection with these negotiations efforts to settle an Agreement Dispute that is not otherwise independently discoverable shall be confidential and offered or received as evidence or used for impeachment or for any other purpose, but shall not be used or referred considered as to in any subsequent binding adjudicatory process between have been disclosed for settlement purposes. The Parties agree that (i) this Article VII is included for the convenience of the Parties. If the matter is not resolved within forty-five , (45ii) calendar days no Party shall have any Liability for any breach of this Article VII and (iii) no breach of, or failure to comply with this Article VII shall affect any of the Referral Daterights or remedies under this Agreement, the Merger Agreement or if any Ancillary Agreement, including the Party receiving right to have the written request to meet, dispute resolved pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 below8.14.

Negotiation. Except for disputes arising with With respect to a Termination Paymentany Dispute between the Grantor and the Beneficiary, excluding any Dispute in respect of which specific dispute resolution procedures are otherwise contained in this Trust Agreement, the Parties will attempt Beneficiary or the Grantor shall, in good faith the first instance, send written notice (“Dispute Notice”) to resolve the other Party of any dispute, controversy or claim arising out of or relating to this Trust Agreement by prompt negotiations between each Party’s Contract Representativeor the breach, as identified in Section 8.2formation, termination, validity, interpretation, performance, or such enforceability hereof, whether sounding in contract or tort and whether arising during or after this Trust Agreement’s formation, including any dispute as to the existence of an agreement to arbitrate or other person designated conditions imposed by this Section 10.1 or Section 10.2 below (a “Dispute”), which Dispute Notice shall set forth in writing as a representative of reasonable detail in the Party ("Manager")matters in Dispute. Either Manager may request a meeting (in Thereafter, the Beneficiary and the Grantor agree that they shall first attempt to resolve Disputes by informal discussions and negotiations, conducted in-person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and placebetween their duly appointed representatives. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date")If, for any reason, the Managers shall refer the matter Parties are unable to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral resolve any such Dispute through such discussions and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than negotiations within thirty (30) calendar days from of the Referral Datedate of delivery of the Dispute Notice, to meet. After then the initial meeting dateDispute shall be submitted for amicable written resolution by negotiations between designated executive officers of each of the Beneficiary and the Grantor, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt each with authority to resolve the disputeDispute. All communication and writing exchanged between If, for any reason, the Parties in connection with these negotiations shall be confidential and shall not be used or referred designated executive officers are unable to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved reach a mutually acceptable written resolution within forty-five forty (4540) calendar days of the Referral Datedate of delivery of the Dispute Notice, the Dispute shall be submitted for final and binding arbitration in accordance with Section 10.2 below. All negotiations, discussions, and communications made or if the Party receiving the written request to meet, conducted pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as procedures set forth in this Section 10.4 below10.1 are confidential and will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and any other applicable rules of evidence.

Negotiation. Except for disputes arising with respect to a Termination Paymentthe injunctive remedies provided by Section 9.4, in the Parties will attempt event of any claims, counterclaims, demands, causes of action, disputes, controversies, and other matters in good faith to resolve any controversy or claim question arising out of or relating to this Agreement, any provision hereof, the alleged breach thereof, or in any way relating to the subject matter of this Agreement or the relationship between -60- 66 the Parties created by prompt this Agreement, involving the Parties and/or their respective representatives and/or Affiliates, including, without limitation, arising out of the Other Agreements or the Guaranty Agreement (all of which are referred to herein as "Disputes"), the Parties shall promptly seek to resolve any such Dispute by negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative senior executives of the Parties who have authority to settle the Dispute. When a Party ("Manager"). Either Manager may request believes there is a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days Dispute under this Agreement, that Party will give the other Party written notice of the other Party’s Dispute. Within thirty (30) days after receipt of such requestnotice, the receiving Party shall submit to the other a written response. Both the notice and response shall include (i) a statement of each Party's position and a summary of the evidence and arguments supporting its position, and (ii) the name, title, fax number, and telephone number of the executive who will represent that Party. In the event the Dispute involves a claim arising out of the actions of any Person or entity not a signatory to this Agreement, the receiving Party shall have such additional time as necessary, not to exceed an additional thirty (30) days, to investigate the Dispute before submitting a written response. The executives shall meet at a mutually agreed acceptable time and place. If the matter is not resolved place within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), days after the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days date of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral response and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet thereafter as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the disputeDispute. If one of the executives is an attorney or intends to be accompanied at a meeting by an attorney, the other executive shall be given at least five (5) days' notice of such intention and may also be accompanied by an attorney. All communication negotiations and writing exchanged between communications pursuant to this Article XV shall be treated and maintained by the Parties in connection with these negotiations as confidential information and shall be confidential treated as compromise and shall not be used or referred to in any subsequent binding adjudicatory process between settlement negotiations for the Parties. If the matter is not resolved within forty-five (45) calendar days purposes of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph Federal and State Rules of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 belowEvidence.

Negotiation. Except for disputes arising with respect to a Termination PaymentIn the event that any claim, the Parties will attempt in good faith to resolve dispute, controversy, difference, disagreement, or grievance (of any controversy and every kind or claim type, whether based on contract, tort, statute, regulation or otherwise) arising out of of, connected with or relating in any way to this Agreement by prompt negotiations between each Party’s Contract Representative(including the construction, as identified in Section 8.2validity, interpretation, termination, enforceability or such other person designated in writing as a representative breach of the Party this Agreement) ("Manager"). Either Manager may request a meeting (in person or telephonically“Dispute”) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall cannot be greater than resolved informally within thirty (30) calendar days Days after the Dispute arises, either Party may give written notice of the Dispute (“Dispute Notice”) to the other Party requesting that a senior executive from each Party meet to resolve the Referral Date, Dispute. Each such senior executive shall have full authority to meet. After resolve the initial meeting date, the Executives Dispute and shall meet at a mutually agreeable time and place within thirty (30) Days after receipt by the non-notifying Party of such Dispute Notice, and thereafter as often as they deem reasonably deem necessary to exchange the relevant information and to attempt to resolve the disputeDispute. All communication and writing exchanged between Such negotiations shall be held in Houston, Texas or at another location mutually agreed in writing. In no event shall this Section 18.1 be construed to limit either Party’s right to take any action under this Agreement, including Owner’s rights under Section 16.1. Notwithstanding the Parties foregoing, in the event of a Dispute regarding (a) whether a specific item of Work meets the definition of Punchlist under Article 1 in connection with these negotiations Section 11.5 or (b) if and when Substantial Completion or Final Completion has occurred, as applicable, in accordance with Section 11.3 or 11.6, representatives of Owner’s senior executive and Contractor’s senior executive shall be confidential meet immediately upon request of either Party to attempt to resolve such Dispute. Each such executive representative shall have full authority to resolve such Dispute and shall not be used or referred to meet in person at a mutually agreeable time and place. The Parties agree that if any subsequent binding adjudicatory process between the Parties. If the matter such Dispute is not resolved within forty-five ninety (4590) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, Days after either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis request for the explanation of the dispute such meeting between senior executives, then either Party may by notice to the other Party refer the matter directly Dispute to Arbitration, as set forth be decided by final and binding arbitration in accordance with Section 10.4 below18.2.

Negotiation. Except for disputes arising with respect A Party shall give written notice ("Dispute Notice") to the other Parties of a Termination PaymentDispute and outline in reasonable detail the relevant information concerning the Dispute. Within seven (7) days following receipt of the Dispute Notice, the Parties will shall each appoint a Representative, who shall meet and attempt to resolve the Dispute through discussion and negotiation. If the Dispute is not resolved within thirty (30) days of the appointment of a Representative by each Party, the negotiation shall be deemed to have failed. Mediation: If the Representatives cannot resolve the Dispute through negotiation within such thirty (30) day period, then the Dispute shall be referred to Mediation. In such event, any Party shall be entitled to provide the other Parties with a written notice ("Mediation Notice") specifying: the subject matters remaining in Dispute, and the details of the matters in Dispute that are to be mediated; and the nomination of an individual to act as the Mediator. The Parties shall, within thirty (30) days of the Mediation Notice, jointly nominate or agree upon a Mediator. Where a Mediator is appointed, the Parties shall submit in writing their Dispute to the Mediator, and afford to the Mediator access to all records, documents and information the Mediator may reasonably request. The Parties shall meet with the Mediator at such reasonable times as may be required and shall, through the intervention of the Mediator, negotiate in good faith to resolve any controversy or claim arising out of or relating their dispute. All proceedings involving a Mediator are agreed to this Agreement by prompt negotiations between each Party’s Contract Representativebe without prejudice, as identified in Section 8.2, or such other person designated in writing as a representative and the cost of the Party ("Manager")Mediator shall be shared equally between the Parties. Either Manager may request In the event that the Parties do not agree on the appointment of a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than Mediator with thirty (30) calendar days of the Mediation Notice; the Mediation is not completed within thirty (30) days after the appointment of the Mediator; or the Dispute has not been resolved within sixty (60) days from the Referral Datedate of receipt of the Dispute Notice; any Party may by notice to the others, to meet. After withdraw from the initial meeting date, Mediation process and in such event the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations Dispute shall be confidential and shall not be used or referred deemed to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request have failed to meet, pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 belowMediation.

Negotiation. Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to the first paragraph of this Section 10.2subpart (a) above, refuses or will not meet within ten (10) 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.310.1(b). If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 10.1(c) below.

Negotiation. Except for disputes arising with respect to a Termination Payment, the The Parties will shall attempt in good faith to resolve any controversy or claim dispute arising out of or relating to this Agreement (a “Dispute”) promptly by prompt negotiations between each Party’s Contract Representative, as identified in Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, executives who shall have authority to settle the controversy. Any Party may give the other disputing Party written notice of any dispute not resolved in the normal course of business ("Executive(s)"“Notice of Dispute”). Within five (5) Business Days days after the effective date of a Notice of Dispute, executives of the Initial Negotiation End Date ("Referral Date"), each Party disputing Parties shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish agree upon a mutually acceptable location time and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, place to meet. After the initial meeting date, the Executives meet and shall meet at that time and place, and thereafter as often as they reasonably deem necessary necessary, to exchange the relevant information and to attempt to resolve the dispute. All communication and writing exchanged between The first of those meetings shall take place within 30 days of delivery of the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Partiesdisputing Party’s Notice of Dispute. If the matter is has not been resolved within forty-five (45) calendar 60 days of delivery of the Referral DateNotice of Dispute, or if the Party receiving the written request Parties fail to meetagree on a time and place for an initial CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLOBAL GEOPHYSICAL SERVICES, pursuant to the first paragraph INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT WITH “*****”. meeting within five days of this Section 10.2that notice, refuses or will not meet within ten (10) Business Days, either any Party may initiate mediation arbitration of the controversy or claim according to the terms of the following Section 10.3as provided hereinafter. If a dispute exists with respect negotiator intends to be accompanied at a meeting by an attorney, the Termination Payment, other negotiators shall be given at least three Business Days’ notice of that intention and such dispute cannot may also be resolved accompanied by good faith negotiation of the Parties within ten an attorney. All negotiations pursuant to this clause 12.7. (10a) Business Days of the Non-Defaulting Party’s receipt of the detailed basis shall be treated as compromise and settlement negotiations for the explanation purposes of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.4 belowapplicable rules of evidence and procedure.

Negotiation. Except for disputes arising with respect With the exception of any dispute resolution procedures that are otherwise contained in this Reinsurance Agreement, a Party shall, in the first instance, send written notice (“Dispute Notice”) to a Termination Paymentthe other Party to the Dispute of any dispute, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Reinsurance Agreement by prompt negotiations between each Party’s Contract Representativeor the breach, as identified in Section 8.2formation, termination, validity, interpretation, performance, or such enforceability hereof, whether sounding in contract or tort and whether arising during or after this Reinsurance Agreement’s formation, or after its termination, including any Dispute as to the existence of an agreement to arbitrate or other person designated conditions imposed by this Section 16.1 or Section 16.2 below (a “Dispute”), which Dispute Notice shall set forth in writing as a representative of reasonable detail in the Party ("Manager")matters in Dispute. Either Manager may request a meeting (in Thereafter, the Parties agree that they shall first attempt to resolve Disputes by informal discussions and negotiations, conducted in-person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and placebetween their duly appointed Representatives. If the matter is not resolved within fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date")If, for any reason, the Managers shall refer the matter Parties to the designated senior officers of their respective companies, who shall have authority Dispute are unable to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral resolve any such Dispute through such discussions and identifying the name and title of the Executive who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than negotiations within thirty (30) calendar days from of the Referral Datedate of delivery of the Dispute Notice, to meet. After then the initial meeting dateDispute shall be submitted for amicable written resolution by negotiations between designated executive officers of each Party, the Executives shall meet as often as they reasonably deem necessary to exchange the relevant information and to attempt each with authority to resolve the disputeDispute. All communication and writing exchanged between If, for any reason, the Parties in connection with these negotiations shall be confidential and shall not be used or referred designated executive officers are unable to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved reach a mutually acceptable written resolution within forty-five forty (4540) calendar days of the Referral Datedate of delivery of the Dispute Notice, the Dispute shall be submitted for final and binding arbitration in accordance with Section 16.2 below. All negotiations, discussions, and communications made or if the Party receiving the written request to meet, conducted pursuant to the first paragraph of this Section 10.2, refuses or will not meet within ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as procedures set forth in this Section 10.4 below16.1 are confidential and will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and any other applicable rules of evidence.