This excerpt taken from the CBS 8-K filed Dec 21, 2005.
however, that the representatives of CBS and New Viacom shall use their reasonable efforts to meet within 30 days of the Escalation Notice (or such shorter time as is necessary to avoid immediate irreparable injury).
(b) If the senior level management representatives of CBS and New Viacom are not able to resolve the Agreement Dispute within 30 days after the date of the Escalation Notice (or such shorter time as is necessary to avoid immediate irreparable injury), then the Agreement Dispute shall be submitted to a committee consisting of one independent director of CBS and one independent director of New Viacom.
(c) If CBS and New Viacom are not able to resolve the Agreement Dispute through the processes set forth in subsections (a) and (b) of this Section 10.02 within 60 days after the date of the Escalation Notice (or such shorter time as is necessary to avoid immediate irreparable injury), such Agreement Dispute shall be determined, at the request of either CBS or New Viacom by arbitration, which shall be conducted (i) by three arbitrators, consisting of one arbitrator appointed by CBS, one arbitrator appointed by New Viacom and a third arbitrator appointed by the two arbitrators appointed by CBS and New Viacom or, if the arbitrators appointed by CBS and New Viacom cannot agree on a third arbitrator, the third arbitrator shall be appointed by a committee consisting of two directors who are directors of both CBS and New Viacom, and (ii) in accordance with the Commercial Rules of the American Arbitration Association (except with respect to the selection of arbitrators) in effect at the time of filing of the demand for arbitration. Any request for arbitration pursuant to this paragraph (b) may be made only after the party requesting arbitration obtains the prior approval of its board of directors to make such request.
(d) The decision of the arbitrators shall be final and binding upon the parties hereto, and the expense of the arbitration (including, without limitation, the award of attorneys fees to the prevailing party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. The seat of the arbitration shall be New York, New York.
(e) The existence of, and any discussions, negotiations, arbitrations or other proceedings relating to, any Agreement Dispute shall be considered by each party hereto as Confidential Information until such time as a judgment thereon is entered in a court of competent jurisdiction.
(f) Notwithstanding anything contained in this Agreement to the contrary, no member of the New Viacom Group and no member of the CBS Group shall have the right to institute judicial proceedings against the other party or any Person acting by, through or under such other party, in order to enforce the instituting partys rights hereunder, except that any such member shall be permitted to seek an injunction in aid of arbitration with respect to an Agreement Dispute to preserve the status quo during the pendency of any arbitration proceeding pursuant to paragraph (b) of this Section 10.02. All judicial proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan in The City of New York.
Section 10.03 Continuity of Service and Performance. Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article X with respect to all matters not subject to such Agreement Dispute.