"Resolution of Disagreement. If Valtech and Chesapeake shall fail to give a Joint Instruction to the Escrow Agent within five business days of the date of this Agreement, either Valtech or Chesapeake shall have the right to submit to binding arbitration the determination of the respective rights of Valtech and Chesapeake in connection with the Challenge. Such arbitration shall be held before the International Centre for Dispute Resolution of the American Arbitration Association and heard by a single arbitrator in accordance with its International Arbitration Rules; provided that the time limitations set forth in the expedited procedures of the commercial arbitration rules of the American Arbitration Association shall apply. For good cause shown, the time period from the filing of the claim until the date of the hearing may be extended by the case administrator at the request of either party or the arbitrator for up to an additional 30 days. If Valtech and Chesapeake shall fail to agree on an arbitrator within ten business days after a claim is filed, the arbitrator shall be selected by the case administrator. Any such arbitration hearing shall take place in New York, New York or London, United Kingdom and the relevant provisions of the laws of France and the laws of New York (in each case, without giving effect to any choice of law rules) shall be presented to the arbitrator for his or her consideration. The award issued by the arbitrator upon the conclusion of such arbitration shall be delivered to the Escrow Agent and judgement on the Award may be confirmed in any court of competent jurisdiction."
Folkenflik & McGerity
New York NY 10036
Mr. Folkenflik is a member of the Bar of New York. Me. Didier Fornoni and Me. Nicolas Viguie of the Paris Bar assisted Mr. Folkenflik in matters of French law. Me. Fomoni was present at the Witness Hearing, and Me. Viguie conducted the cross-examination of M. le President Ancel by conference telephone call from Paris.
Messrs. Vique and Fornoni are members of the Paris law firm Viguie Schmidt Peltier Juvigny at:
2 rue de Lisbonne
75008 - Paris
o May 13, 2010 - Mr. Folkenflik to deliver true and complete hard copies of those documents described in paragraph 64 of Me. Yaloz’ Answer plus hard copies of the principal documents described in his oral presentation on May 5, to Me. Yaloz, the Tribunal and the ICDR.
o May 31, 2010- The Respondent to serve its comprehensive memorial stating its case, together with witness statements from all witnesses it plans to have testify and all documents and legal authorities on which it relies.
o June 7, 2010 - Mr. Folkenflik to furnish Me. Yaloz (with copies to the Tribunal, and the ICDR) with the principal exhibits upon which he will rely in the hearing.
o June 14, 2010 - The Claimant to serve its comprehensive memorial stating its case, together with witness statements from all witnesses it plans to have testify and all documents and legal authorities on which it relies.
o June 16, 2010 - A pre-hearing conference to be held to discuss outstanding matters including the details of the hearing.
o June 21, 22 and 23 - The hearings to be held in London, England, at the International Dispute Resolution Centre, 70 Fleet Street, London.
"From: Yaloz Randy [mailto:firstname.lastname@example.org]
Sent: 13 June 2010 10:20
To: Paul B Hannon
Cc: Max Folkenflik; Max Folkenflik; Randy Yaloz; Carmen Preda
Subject: Re: Chesapeake v Valtech
Dear Mr Hannon,
At the time of the first Preliminary Hearing and when we prepared and submitted our responsive pleadings on 31/5/10, you said that we submit documentary exhibits on 21/6/10.
Therefore, no documentary exhibits were sent nor did you request to see the Valtech board minutes or other pertinent documents and emails. Further, you wanted no documents sent via email only via overnight mail if more than 10 pages as per your Procedural Order. Now this means of transmission changes, as we get closer to trial.
In our view, all this now changes unfairly to the detriment of Valtech SA and you now expressly allow Chesapeake (and not Valtech in its due time) to send you whatever it deems necessary without any arbitrary page limit and you will print it off.
If you had applied the same rule to Valtech, I would have sent you a CD (with all exhibits) and various key exhibits via email and overnight mail since 31/5/10 for your careful review.
I respectfully request an explanation and find this very disturbing in all honesty.
I look forward to your reply on these points.
"From: Paul B Hannon [mailto:email@example.com]
Sent: Sunday, June 13, 2010 12:20 PM
To: Yaloz Randy'
Cc: 'Max Folkenflik'; 'Max Folkenflik'; 'Randy Yaloz'; 'Carmen Preda'
Subject: RE: Chesapeake v Valtech
Dear Me. Yaloz
I am sorry for any confusion that I may have caused you. I never meant to indicate that I wanted to see witness statements and exhibits only at the hearing, and not before. Indeed, I have already requested from you the Respondent's expert legal opinion, which you kindly sent me and which I reviewed on Friday.
I start with the basic premise that a knowledgeable arbitrator is to be preferred to an ignorant one. I will try to get as familiar with your arguments as I can in what is a very compressed schedule.
Mr. Folkenflik told me that he would like to send me some witness statements some of which may exceed 10 pages. While I prefer receiving hard copies of long documents, in the interest of expedition, I will waive the ten page limit so that I can study them on the airplane on Tuesday. I had understood that you had no witness statements other than the French legal opinion. If you have any witness statements available that you want me to read on Tuesday, please email them to me as well.
As to other exhibits, I understand that Mr. Folkenflik will send me hard copies in Dallas Tuesday evening. If you have hard copies available of your exhibits and wish to send them to me in Dallas I will welcome them. If your exhibits are voluminous, please feel free to send me only the key ones that you think I should read. I will read what I can in the time available to me.
While I want to study witness statements before the hearing, I will probably not study all exhibits with the same care. I look to the lawyers to direct my attention to the key portions of key exhibits at the hearings. However, having them handy beforehand gives me a greater familiarity with your files and will, I hope, make me a more efficient arbitrator
I also want both parties to send me hard copies of the exhibits and any witness statements to my home address in London at the same time. The address is Flat 21, 169 Queen's Gate, London SW7 SHE.
The cut-off time for any documents you wish to email me is 8 AM Tuesday London time. I will pass by the office to print them off before I go to the airport.
I hope this clarifies the situation.
"From: Max Folkenflik [mailto:firstname.lastname@example.org]
Sent: Monday, June 14, 2010 08:29
To: 'Paul B Hannon’; 'Yaloz Randy'
Cc: 'Max Folkenflik'; 'Randy Yaloz'; 'Carmen Preda'; 'Doug Land’; Erik Buchakian’ Subject: RE: Chesapeake v Valtech
Dear Mr. Hannon,
While I had hoped that this would not be necessary, I respectfully request that you enter an order requiring Valtech to produce the minutes of the Valtech Board of Directors meeting on February 4, 2010. It was at that meeting (attended by the members of the "old" board as well as Mr. de Meuvius the Chairman of SiegCo and now of Valtech) that the Board voted to approve the execution of the Amendment to the December 15 agreement. The Amendment, a copy of which is attached, is an agreement between SiegCo and Valtech which among other things commits SiegCo to "comply with and cause Valtech to comply with the terms of the Escrow Agreement" which includes the arbitration clause and to vote to ratify that agreement at the General meeting of shareholders.
In light of the nature of the challenges Valtech has raised to the jurisdiction of this tribunal, the minutes of the meeting on February 4 are obviously relevant and we would like to refer to them in our submissions. It is one set of minutes that was missing from the collection of minutes kindly provided by Valtech's counsel. On June 11, I requested production from Mr. Yaloz who responded promptly to check if they existed, but I have heard nothing further. I do want to ensure that we have the minutes and certainly would appreciate them as early today as possible, or if they are not produced, I want to be in a position to request a "missing document" inference.
"From: Paul B Hannon [mailto:email@example.com]
Sent: Monday, June 14, 2010
To: 'Max Folkenflik'; Yaloz Randy'
Cc: 'Max Folkenflik; 'Randy Yaloz'; 'Carmen Preda'; 'Doug Land’; Erik Buchakian’ Subject: RE: Chesapeake v Valtech
Dear Me. Yaloz
I have Mr. Folkenflik’s email reproduced below.
Prima Facie, it would appear that Mr. Folkenflik’s request for the minutes of Valtech’s board of director’s meeting of February 4, 2010, are material and relevant. Thus, I am inclined to grant the order Mr. Folkenflik seeks.
However, before doing so, I would welcome any comments you might wish to make. Accordingly, I invite you to make any such comments before 4 p.m. Paris time today, June 14.
I look forward to hearing from you.
Paul B. Hannon"
Me. Yaloz then voluntarily produced the requested documents.
Douglas S. Land Managing Director and principal owner of Chesapeake.
John C. McIlwrailth Managing Director of Blue Chip Capital Company, an equity investor in Medhost Inc. (hereinafter, "Medhost").
John A, Stanley Former member of Valtech’s Board of Directors.
Jens Heimburger F ormer member of Valtech’s Board of Directors of Valtech.
Latif N. Sayani A partner in Cortis Capital LLP, a financial advisory firm.
"Accordingly, an arbitration agreement which gives the arbitrator the choice of applying French Law or New York State Law allows the arbitrator to set aside the application of French mandatory policing laws under public policy.
In this case the clause is contrary to international public policy".
"In the context of the Medhost transaction, SiegCo agreed that Valtech deposit with an escrow agreement funds in the amount of USD 870,000 until Valtech and Chesapeake jointly give written instruction to the escrow agent on how to disburse this amount or until there is determination of the respective rights of Valtech and Chesapeake Group (for its role in the Medhost transaction) with respect to this amount by an arbitrator.
SiegCo acknowledges that it has reviewed the Escrow Agreement in Annex 1, entered into among Valtech, The Chesapeake Group, Inc., and an escrow agent, and hereby confirms that it agrees with the terms and conditions of such Escrow Agreement and is satisfied with tins procedure to determine the compensation to be paid by Valtech to Chesapeake Group.
Consequently, SiegCo undertakes not to, and to cause Valtech not to, initiate any claim or action against any director of Valtech in connection with the execution of the Escrow Agreement and the compensation to be paid by Valtech to Chesapeake Group as determined in the terms provided in the Escrow Agreement, whatever be the outcome of this arbitration procedure.
SiegCo undertakes, in view of the information contained in the Annex 1, that it will comply and cause Valtech to comply with the terms of the Escrow Agreement, that it has no comment or objection in connection therewith and that it will vote in favor of its ratification at the relevant General meeting of shareholders."
• "With regard to Chesapeake Group’s compensation for its role in negotiating and obtaining a settlement in 2007 following the dispute regarding the breach of Valtech’s rights as a shareholder of Medhost, and for its role in the sale of Valtech’s stake in Medhost, we confirm that the Board authorized the execution of such an agreement between Valtech and Chesapeake and we confirm that the rate of such compensation was set at 15% of the gross proceeds of the sale of Valtech’s stake in Medhost. No payment has been made yet. On this matter, we refer to the attached note (Appendix 1) laying out the facts which led to such decision being taken, which we believe will give you sufficient explanation. We also remind you that said compensation has been disclosed in the offer documents of Valtech, and expressly acknowledged, approved and ratified by SiegCo in the agreement dated December 15, 2009, agreement, I personally had a number of conversations with representatives of SiegCo, which explored in detail the history of and reasons supporting that compensation arrangement.
• In addition, as you well know, Frederic de Mevius, Chairman of SiegCo, demanded an opportunity to speak directly with Douglas Land on December 15, 2009, specifically for the purpose of discussing the potential Medhost transaction. During that call, which took place prior to the signing of the agreement between Valtech and SiegCo, Mr. Douglas Land made it clear that any proceeds estimated to be received by Valtech were calculated after deducting the 15% to be paid to Chesapeake. Mr. de Mevius made no comment regarding the 15% fee which was articulated in the call prior to SiegCo signing the agreement in which they committed to honoring the agreement with The Chesapeake Group."
Context of Chesapeake Group’s intervention with regard to the settlement of the Medhost Dispute and the sale of Valtech’s shares in Medhost.
In the beginning of 2005, Valtech became aware that the Medhost Board and its two major stockholders were considering a transaction in which the stockholder interest of Valtech would be "squeezed down" or eliminated by a series of manoeuvres in which (1) the Major Stockholders would minimize the adverse effects to themselves by redeeming some of their Preferred Stock for demand notes and (2) use their remaining voting power to (a) force the conversion of Valtech’s Preferred stock to Common Stock and (b) approve a transaction which would result in the holders of the Common Stock receiving little or nothing in transaction proceeds and the Major Stockholders receiving all or substantially all of the transaction proceeds. This situation is described in detail in the complaint filed in the US Court in Ohio by Valtech at that time against Medhost, Primus and Blue Chip (the Medhost major stockholders), that we can provide you if you so wish.
In response to this threat to eliminate the value of the Valtech investment in Medhost, which was estimated at that time to have nominal value in a liquidation, Jean-Yves Hardy (Valtech Chairman), Olivier Cavrel (Valtech CFO) and Curtis Hite (Valtech Technologies CEO) requested that Douglas Land and his firm, The Chesapeake Group, take over all aspects of the Medhost situation and agreed that the Chesapeake Group would manage all of the activities needed to protect Valtech’s interest in Medhost. The Valtech Executives also asked The Chesapeake Group to determine if there was a way to monetize the current Valtech holdings in Medhost. The Chesapeake Group was well qualified to handle this matter for Valtech as they have a significant middle market technology Investment Banking Practice in the United States and the Principals of the Chesapeake Group have extensive litigation support experience in complex securities matters.
Please note that at that time, Valtech provisioned most of its investment in Medhost, down to 296.000 euros.
At this time Valtech made it clear that in return for its efforts, they expected Chesapeake would receive a percentage of whatever value was realized by Valtech from its ownership in Medhost, although the specifics of the compensation plan were not finalized. At that time, all of disinterested directors, were also aware of and approved of the retention of Chesapeake under an arrangement where Chesapeake would receive a contingent future payment.
Pursuant to this understanding, Chesapeake commenced performing services. Throughout 2005 and the beginning of 2006, Chesapeake engaged in active negotiations with Medhost and its principal shareholders. Medhost’s principal investors exercised certain contractual rights which commenced effectuation of the "squeeze down." At this time, Medhost was earning approximately US$ 11 mm per year in revenue and less than US$1 mm in EBIT. As a result, the enterprise value of Medhost would have likely have provided a very little amount in proceeds to Valtech in a liquidation. Based on the valuation performed by Medhost, all sales proceeds would go the Series D shareholders which are senior to Valtech and Valtech’s ownership would likely have been rendered worthless. It was imperative that Valtech stop any efforts at liquidation or sale at this time, as Valtech did not have had any "in the money" securities. Valtech was only able to accomplish this through the efforts of Chesapeake during this time.
Under the direct supervision of The Chesapeake Group, Valtech worked with outside counsel and prepared and filed a lawsuit against the Medhost Major Stockholders seeking damages for their illegal and improper actions. (a copy of the complaint can be provided to you if you so wish). This suit was aggressively pursued for almost one year. Valtech’s Board relied completely on The Chesapeake Group’s management of the matter. Chesapeake Group supervised counsel, developed and reviewed strategy and reviewed and approved all filings.
In early 2007, Valtech requested that The Chesapeake Group attempt to pursue all opportunities to sell or get liquidity for Valtech’s position in Medhost. As of that time, at the latest, it was understood by every one of the Directors and by Chesapeake, that Chesapeake would be paid a fee for its work on the Medhost dispute and the ultimate sale of the Valtech’s interests in Medhost, it being understood that neither Chesapeake nor Douglas Land had received any compensation for the work performed since 2005 on the Medhost case. It was also clear that the Valtech Directors preferred to make those payments by an agreement that would give Chesapeake a percentage of all consideration received by Valtech from any settlement or sale. It was similarly understood that in the event that the suit against Medhost was not successful, the value of Valtech’s interests in Medhost would be little or nothing, and that even if the suit successfully blocked the "squeezed down" plan of the Medhost Major Shareholders, Valtech’s interests in Medhost were of limited value.
In early 2007, negotiations were commenced to settle the Valtech/Medhost dispute. Throughout the settlement discussions, Chesapeake maintained active oversight and management of the litigation so that the opposing parties would have an incentive to settle on terms which were attractive to Valtech.
In this context, Valtech’s Board members convened on March 7, 2007, (see board minutes attached) agreed on the principle of a mandate to be given to Chesapeake Group to obtain and negotiate the terms of such settlement, in consideration of which Chesapeake Group would receive a compensation based on a percentage of the proceeds from the settlement - a percentage to be determined later on.
In a Board meeting held on April 26, 2007, (see board minutes attached), Valtech’s Board agreed to set such percentage of Chesapeake Group’s compensation at 15% of any value received by Valtech, which at the time were assumed would be either in cash or securities. Chesapeake invoiced Valtech US$ 73,688 in April 2007 for reimbursable expenses in regards to a previous transaction and Medhost without split between these 2 projects, but these invoices have never been paid and written off based on the Medhost agreement.
On the grounds of this mandate, Chesapeake, through Douglas Land, proceeded to engage in lengthy negotiations regarding the settlement of the Medhost Dispute, continuously giving feedback to Valtech’s Board of Directors. The negotiations resulted in an agreement executed at the end of February, 2008 (please let us know if you want a copy of thereof). The negotiated settlement provided Valtech with US$ 500,000 in Redemption Notes and contractual rights (described below) for Valtech to block any "squeeze down" transaction and certain mergers which would be unfavourable to Valtech. Although the old preferred shares held by Valtech were not surrendered and exchanged, the settlement specifically changed the rights and preferences of the Valtech preferred shares in a manner which was the effective equivalent of providing Valtech with new preferred stock with significantly greater rights and value. No cash or securities were paid to Valtech at that time, but it was understood by the Valtech Directors and by Chesapeake, that Chesapeake would continue to work to recover value for Valtech from its Medhost investment. It was also clear and unambiguous to all of the Valtech Directors that Chesapeake would receive 15% share when any of the securities in Medhost then owned by Valtech were either sold or exchanged.
Please note that if the shares had been remitted to Valtech in lieu of the shares which were to be squeezed out, and 15% of these had been given to Chesapeake, Chesapeake would have been substantially in the same situation as it is today with the right to receive 15% of the net proceeds, but such 15% of the shares would have been valued at that time significantly less than today. Chesapeake accepted the risk to receive no or little compensation, had Medhost been liquidated, and was thus motivated in an increase of this value, in line with Valtech interests.
In order to memorialise the agreement between Valtech and Chesapeake, and to clarify the agreement in light of the particular circumstances of the settlement, in a letter dated July 2, 2008, addressed to Doug Land, Jonathan Poole documented Valtech’s agreement to pay Chesapeake Group 15% of the total amounts of cash or securities received (or to be received in the future) by Valtech as a result of its ownership in Medhost, Inc. That letter agreement as countersigned by Douglas Land on behalf of Chesapeake.
In a Board Meeting held on December 1, 2008, the Board contemplated the sale of Valtech’s shares in Medhost and gave powers to Douglas Land to search for potential buyers for the company’s minority stake in Medhost. It was clear to Mr. Land that the greatest value to Valtech could be obtained from the sale of the entire company at the highest possible price. Limited discussions were held by Douglas Land for the purposes of selling only the Valtech shares, however, such a sale of a minority interest would have resulted in a significantly lower value to Valtech than could be obtained from the sale of all of Medhost. Mr. Land reported this to the board and recommended that the best outcome for all parties would be achieved if Valtech worked with Medhost to achieve the highest price for the entire company. Throughout these discussions and in all reviews by the Board of Directors it was specifically referenced by the Board of Directors that Valtech would received 85% of the gross proceeds from the sale based on the agreement with Chesapeake and Chesapeake would receive its 15% share of the gross proceeds.
Chesapeake and Douglas Land also spent a lot of time during the negotiations of the sale of Medhost, and did not receive a specific compensation for that.
In January 2010, after substantial additional efforts by Chesapeake, HMS agreed to purchase Valtech’s interests in Medhost for the sum of US$ 5,995,521, of which US$ 718,019 is the value of the Redemption Notes, and US$ 5,000,000 is the value of the Preferred Stock with their related contractual rights as agreed in the settlement documents. US$ 277,502 is the value of the common stock at the existing enterprise valuation of US$ 41 million for Medhost."
• The fee Chesapeake claims is unconscionably high;
• The Chesapeake Agreement was never authorized by Valtech’s board;
• Valtech failed to comply with all requirements of French commercial law in reporting the existence of the Chesapeake’s mandate vis-à-vis the Medhost affair;
• Any work that Mr. Land performed for Valtech was performed in his personal capacity as a member of the Valtech board or otherwise as an employee of Valtech or one of its subsidiaries; and
• Chesapeake is unable to avail itself of Valtech’s promise to respect Chesapeake’s rights under the Amendment to the Agreement dated December 15, 2009, because the Agreement between Valtech and SiegCo barred its application to third party beneficiaries,
I will deal with each of these defences in turn.
"Le President rappelle que, lors de sa reunion du 7 mars 2007, le Conseil d’Administration avait donné mandat à CHESAPEAKE GROUP afin d’obtenir de MEDHOST une compensation suite au non respect dans le passé des droits d’actionnaires de VALTECH.
Il avait été indiqué que l’honoraire de CHESAPEAKE GROUP serait basé sur un pourcentage calculé sur les sommes obtenues dans le cadre de cette négociation par CHESAPEAKE GROUP pur le compte de VALTECH.
Le pourcentage n’ayant pas été fixé, le President propose au Conseil d’Administration de fixer celui-ci.
Après échange et discussion, le Conseil d'Administation décide à l’unanimité
- que l’honoraire de CHESAPEAKE GROUP, au titre du mandat qui lui a été confié afin de négocier auprès de MEDHOST une indemnisation, s’élèvera à 15% des sommes que MEDHOST versera à VALTECH au titre de la négociation.
- que dans l’hypothèse où la négociation aboutirait à la remise de titres représentatifs du capital de MEDHOST ou de toutes titres représentatifs du capital d’une autre société émis et/ou remis à Valtech dans le même objectif, CHESAPEAKE GROUP percevra 15% des titres ainsi obtenus, aux lieu et place d’un montant financier.
Il est précisé que Monsieur Douglas Land, administrateur intéressé, n’a pas participé au vote."
"The Chairman recalled that, at its meeting of March 7, 2007, the Board of Directors empowered the Chesapeake Group to obtain compensation from Medhost for its non-compliance, in the past, with Valtech shareholders’ rights.
He indicated that the fee to be received by Chesapeake was based on a percentage calculated on the sums obtained in the context of such negotiation by Chesapeake on behalf of Valtech.
As the percentage had not been determined, the Chairman proposed that the Board determine it.
After an exchange of views, the Board of Directors unanimously decided:
- That the fee to be paid to the Chesapeake Group for the assignment given to it to negotiate compensation with Medhost will amount to 15% of the sums Medhost will pay to Valtech as part of the negotiation.
- That, in the event that the negotiation results in the delivery of Medhost capital shares of any shares of any other company that will be issued or delivered in exchange for Valtech interest in Medhost, the Chesapeake Group will be entitled to 15% of such shares in lieu of financial compensation.
- It is specified that Mr. Douglas Land, the director concerned, did not participate in the vote."
• The relevant board minutes were not properly recorded in a special minute book duly initialled by an appropriate government official.
• Certain relevant minutes were not signed by at least two directors.
• Certain relevant actions described in the minutes were not properly noted in the agenda for the board meeting, but were rather adopted under the rubric of "Other Business".
• The Chesapeake Agreement was not regularly referred to in Valtech’s annual reports to its auditors and to the authorities.
"No-Third Party Beneficiaries
This Agreement is solely for the benefit of Valtech and SiegCo and this Agreement shall not be deemed to confer upon or give to any other third party any remedy, claim of liability or reimbursement, cause of action or other right."
"The Tribunal shall fix the costs of arbitration in its award. The Tribunal may apportion such costs among the parties if it determines that such apportionment is reasonable, taking into account the circumstances of the case.
Such costs may include:
a. the fees and expenses of the arbitrators;
b. the costs of assistance required by the tribunal, including its experts;
c. the fees and expenses of the administrators;
d. the reasonable costs for legal representation of a successful party;......"
|Fees of Folkenflik & McGerity||$272,751.08|
|Disbursements of Folkenflik & McGerity||$ 24,700.67|
|Expert Witness Fee||$ 6,500.00|
|Fees of French Counsel||$185,180.00|
|Expenses of French Counsel||$ 4,917.00|
Chesapeake also claims US$ 35,000 paid to the ICDR, unpaid expenses to the court reporters and for the rental of hearing rooms in London.
A. Valtech is indebted to Chesapeake in the amount of US$ 870,000 and such amount shall be paid to Chesapeake. Therefore, within thirty (30) days from the date of transmittal of this Award to the Parties Chesapeake is entitled to payment of US$ 870,000 placed in escrow pursuant to the Escrow Agreement dated January 29, 2010, later interpled with the Federal Courts of the United States.
B. Valtech shall pay Chesapeake its costs of the arbitration as detailed in Section VI hereof, in the amount of US$ 420,378.75. In addition Valtech shall pay Chesapeake its expenses paid to the court reporters and rental of hearing rooms at the International Dispute Resolution Centre in London ("IDRC") upon the presentation of proof of such expenses being paid.
C. Valtech shall pay interest to Chesapeake at the rate of 5 per cent per annum, compounded quarterly, on
• the amount awarded in Section VIII A commencing from January 29, 2010 until such amount is fully paid; and
• the amount awarded in Sections VIII B and D commencing from the date of this award until such amount is fully paid; provided however, if Valtech pays all of the amounts due Chesapeake under Sections VIII B and D of this award by July 31, 2010, the interest awarded hereunder in respect of the costs of the arbitration, shall not be payable.
D. The administrative fees of the International Centre for Dispute Resolution of the American Arbitration Association, totalling US$ 9,100.00, shall be borne entirely by Valtech, S.A. The fees and expenses of the Arbitrator, totalling US$ 47,757.54, shall be borne entirely by Valtech, S.A. Therefore, Valtech, S.A. shall reimburse Chesapeake Capital Group, New York, Inc. the sum of US$ 32,978.77, representing that portion of said fees and expenses in excess of the apportioned costs previously incurred by Chesapeake Capital Group, New York, Inc.
I hereby certify that, for the purposes of Article 1 of the New York Convention of 1958, on the Recognition and Enforcement of Foreign Arbitral Awards, this Final Award was made in London, UK.
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