YF and AYH have a dispute (the "Dispute") regarding, among other things, the purchase price paid by Epstein for his 50% interest in AYH pursuant to the Membership Interest Purchase Agreement-and-eesin-ether-mattecs-eeneeming-the-eperatien eemprising-Ameriean--Y-aeht-Harber-(theakteility9r anft id WHEREAS, the Parties wish to settle the