Frontier Airlines 2006 Annual Report Download - page 276

arbitration procedure, or from the date of any order compelling such arbitration to proceed. If the Parties fail to agree upon the
designation of any or all the Panel, then the Parties shall request the assistance of the CPR. The Panel shall make all of its decisions by
majority vote. Evident partiality on the part of an arbitrator exists only where the circumstances are such that a reasonable person
would have to conclude there in fact existed actual bias, and a mere appearance or impression of bias will not constitute evident
partiality or otherwise disqualify an arbitrator. The decision of the Panel will be binding and non-appealable, except as permitted
under the Federal Arbitration Act.
(e) Choice of Law as to Procedural Matters. The enforcement of this agreement to arbitrate, and all procedural
aspects of the proceeding pursuant to this agreement to arbitrate, including but not limited to, the issues subject to arbitration (i.e.,
arbitrability), the scope of the arbitrable issues, and the rules governing the conduct of the arbitration, unless otherwise agreed by the
Parties, shall be governed by and construed pursuant to the Federal Arbitration Act.
(f) Choice of Law as to Substantive Claims. In deciding the substance of the parties' Claims, the arbitrators shall
apply the substantive laws of the State of New York (excluding New York choice-of-law principles that might call for the application
of the law of another jurisdiction).
(g) Procedure. It is contemplated that the arbitration proceeding will be self-administered by the parties and
conducted in accordance with procedures jointly determined by the Panel and the Parties; provided, however, that if either or both
Parties believes the process will be enhanced if it is administered by the CPR, then either or both Parties shall have the right to cause
the process to become administered by the CPR and, thereafter, the arbitration shall be conducted, where applicable or appropriate,
pursuant to the administration of the CPR. In determining the extent of discovery, the number and length of depositions, and all other
pre-hearing matters, the Panel shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of
the proceedings.
(h) Final Hearing. The final hearing shall be conducted within 120 days of the selection of the entire Panel. The
final hearing shall not exceed ten business days, with each party to be granted one-half of the allocated time to present its case to the
arbitrators, unless otherwise agreed by the Parties.
(i) Damages. Only actual damages may be awarded. It is expressly agreed that the Panel shall have no authority
to award treble, exemplary or punitive damages of any type under any circumstances regardless of whether such damages may be
available under the applicable law.
(j) Decision of the Arbitration. The Panel shall render its final decision and award in writing within 20 days of the
completion of the final hearing completely resolving all of the Claims that are the subject of the arbitration proceeding. The Panel
shall certify in its decision that no part of its award includes any amount for treble, exemplary or punitive damages. The Panel's
decision and award shall be final and non-appealable to the maximum extent permitted by law. Any and all of the Panel's orders and
decisions will be enforceable in, and judgment upon any award rendered in the arbitration proceeding may be confirmed and entered
by, any federal or state court in New York, New York having jurisdiction.
(k) Confidentiality. All proceedings conducted hereunder and the decision and award of the Panel shall be kept
confidential by the Panel and, except as required by law or stock exchange regulation or in any proceeding to enforce any decision or
award by the Panel, by the Parties.
Section 10.09 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. The Agreement may be executed by facsimile
signature.
Section 10.10 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠