Disputes. Any question concerning the interpretation of or performance by the Company or Awardee under this Agreement, including, but not limited to, the Units, their vesting, settlement or forfeiture, or the issuance or delivery of Shares upon settlement, or any other dispute or controversy that may arise in connection herewith or therewith, shall be determined by the Company in its sole and absolute discretion; provided, however, that, following a Change in Control, any determinations by the Company or a successor entity with respect to the existence or not of Injurious Conduct, Cause or Good Reason, or any other post-Change in Control determination that would effect a forfeiture of all or a portion of the Units, must be objectively reasonable. Notwithstanding the foregoing, the Parties acknowledge that any litigation shall be resolved as described in [Section 18(e)] below.

Disputes. Any disputes between the parties to this Agreement shall be settled by arbitration in ​ under the auspices of the American Arbitration Association, before a panel of three (3) arbitrators, in accordance with the National Rules for the Resolution of Employment Disputes promulgated by the Association. Each party shall select an arbitrator and the two (2) arbitrators shall select a third and these three arbitrators shall form the panel. The decision in such arbitration shall be final and conclusive on the parties and judgment upon such decision may be entered into in any court having jurisdiction thereof. Costs of the arbitration or litigation, including, without limitation, reasonable attorneys’ fees and expenses of both parties, shall be borne by ​ if you prevail on at least one of the material issues that is the subject of the arbitration. If you do not so prevail, you and ​ shall equally share costs of the arbitration or litigation other than attorneys’ fees, and each of you and ​ shall bear its own attorneys’ fees and expenses. Nothing herein shall prevent ​ from seeking equitable relief in court as provided for in paragraph 8(i) or shall prevent either party from seeking equitable relief in court in aid of arbitration under applicable law.

Disputes. This ARTICLE IX shall apply to any dispute, claim, or controversy arising out of or relating to this Agreement (whether arising in contract, tort or otherwise, and whether arising at law or in equity), or the performance, breach, validity, interpretation, application, or termination thereof and # any dispute regarding the construction, interpretation, performance, validity or enforceability of any provision of this Agreement or whether a Party is in compliance with, or breach of, any provisions of this Agreement, and # the applicability of this ARTICLE IX to a particular dispute (collectively, a “Dispute”).

Disputes. Any dispute, controversy or claim for damages arising in connection with this agreement shall be settled exclusively by arbitration in Kansas City, Missouri, at a location designated by USPB by an arbitrator selected by the parties and in accordance with the rules of the American Arbitration Association then in effect. The parties shall share equally the expenses of arbitration, unless otherwise agreed.

Set forth on [Schedule 8.13] to the Information Certificate is a list (including dates of termination) of all collective bargaining or similar agreements between or applicable to

No Disputes. There is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of or Tax Return filed or required to be filed by ​, nor is any such claim or dispute pending or contemplated. ​ has made available to Cosmos true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies assessed or asserted against or agreed to by ​ since ​, and any and all correspondence with respect to the foregoing. ​ does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Body in connection with any Tax matter.

Billing Disputes. If # ​ and the ​ believe that all or any portion of an invoice is not payable under this Agreement, or # ​ and the ​ otherwise determine that ​ and the ​ have been charged Fees or Seller Expenses not due under or otherwise in breach of the terms of this Agreement, ​ and the ​ shall, within thirty (30) days following receipt of such invoice or discovery of such failure or breach, as applicable, pay the portion of such invoice that ​ and the ​ do not dispute and give written notice to Seller of the disputed amount (a “Disputed Amount”) and the basis on which ​ disputes such Disputed Amount. If all or any portion of the Disputed Amount is determined to have been due to Seller, then ​ and the ​ shall pay to Seller the amount so due together with interest thereon at the Applicable Rate. If all or any portion of amounts paid by Seller are determined to have been overpaid by ​, then Seller shall refund to ​ and the ​ the amount overpaid by ​ and the ​, together with interest on such amount at the Applicable Rate. Each Party shall bear its own costs and expenses associated with the resolution of any dispute.

Labor Disputes. No labor disturbance by or dispute with employees of the Company or any Subsidiary exists or, to the knowledge of the Company, is threatened which would result in a Material Adverse Effect.

Payment Disputes. If Graphite has a good faith dispute regarding a WuXi ATU invoice submitted to Graphite, Graphite may withhold payment for the disputed Services, provided that Graphite pays the undisputed amount pursuant to [Section 4.3] above and notifies WuXi ATU in writing of the specific amount and nature of the dispute. In the event of any such dispute, WuXi ATU will continue to perform Services provided that # Graphite remains current on all of its other obligations and # the Parties engage in good-faith negotiations regarding the invoice dispute.

Arbitration of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Boston, Massachusetts in accordance with the Employment Arbitration Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This [Section 8] shall be specifically enforceable. Notwithstanding the foregoing, this [Section 8] shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this [Section 8].