Other than as provided in Sections 20 and 27 all controversies, claims or disputes arising out of or relating to this Agreement, or the breach thereof, shall be solely and exclusively settled by arbitration in accordance with the Commercial Arbitration Rules then in effect (the "Arbitration Rules") of the American Arbitration Association (the “AAA”).  The arbitration shall take place in the New York (or if the AAA does not have an office in the New York then the arbitration shall be held in the city closest to New York in which the AAA has an office to conduct hearings), and the arbitrator shall be appointed by the mutual consent of the parties.  If the parties are unable to agree upon the appointment of an arbitrator, then the arbitration shall take place in said AAA office before a panel of three arbitrators selected in accordance with the Arbitration Rules. The non-prevailing party of the arbitration (as determined by the arbitrator(s)) shall be responsible for all of the arbitration fees incurred by the prevailing side as well as the reasonable legal fees of such prevailing party, as the arbitrator(s) shall determine.