4.2. ERMUSR 07-12-2011 - Laserfiche WebLink

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Agreement to Transfer Election Share such designation, at any time and from time to time, by giving notice to the other parties in accordance with this Section 602. Any formal notice; demand or request to be delivered, given or under this Transfer Agreement must specifically reference this Transfer Agreement. Section 603. Arbitration. In the event that a dispute arises among any of the parties as to the interpretation or performance of this Transfer Agreement, then upon written request of a party, representatives with settlement authority for each of the parties shall meet in person and confer in good faith to resolve the dispute. Any dispute under this Transfer Agreement may be submitted to arbitration at the request of any party provided that all of the other parties agree. Copies of any such request shall be given to all parties and shall specify the issue or issues in dispute. Within ten days after receipt of such a request the parties shall confer and attempt to agree upon appointment of a single arbitrator. If such agreement is not accomplished, any party may request the American Arbitration Association to appoint an arbitrator. The arbitrator shall conduct a heazing within thirty days thereafter, unless such time is extended by agreement of parties, shall notify the parties of his or her decision, stating his or her reasons for such decision, in writing, and separately listing his or her findings of fact and conclusions of law. The arbitrator shall not have power to amend, add to, or remove provisions from this Transfer Agreement. Subject to such limitation, the decision of the arbitrator shall be final and binding on the parties except that either party may exercise available statutory rights under Minnesota law to petition a court of competent jurisdiction for review of the arbitrator's decision. The prevailing party or parties in a disputed matter shall be entitled to recover from the other party or parties its or their reasonable legal fees and other costs of azbitration and court proceedings. Section 604. Governing Law and Venue. This Transfer Agreement is made under and shall be governed by the law of the State of Minnesota, exclusive of principles related to choice of law. Venue for any proceeding concerning this Transfer Agreement shall be in any state or federal court of competent jurisdiction located in the State of Minnesota. Section 605. Obligations of Good Faith and Fair Dealing. Each party acknowledges and agrees that in performing this Transfer Agreement, it has an obligation of good faith and fair dealing. The provisions of this Section 605 shall apply, without limitation, to the governing bodies, employees, and consultants of each of the parties. Section 606. Severability. If any section, paragraph, clause or provision of this Transfer Agreement shall be finally adjudicated by a court of competent jurisdiction to be invalid, the remainder of this Transfer Agreement shall be unaffected by such adjudication and all of the remaining provisions of this Transfer Agreement shall remain in full force and effect as though such section, paragraph, clause or provision or any part thereof so adjudicated to be invalid 9