Actions or Decisions Sample Clauses

Actions or Decisions. Unless otherwise specified in a Project Schedule, all actions or decisions of the JSC made pursuant to this Agreement must be made by unanimous approval of the Parties, with each Party having only one (1) vote, regardless of the number of members a Party has attending the JSC meeting. If the JSC members cannot reach a unanimous decision after using reasonable efforts over [*] to reach consensus, then (a) Elevation shall have the final decision making right with respect to any responsibilities or obligations of Elevation (including, without limitation, the any in-licensing, asset acquisition and other similar transactions with respect to existing therapeutics, further development and/or commercialization of therapeutics resulting from a Project, and out-licensing, asset sale and other similar transactions with respect to such therapeutics) and with respect to any budget increases, and (b) Xxxxx shall have the final decision making right with respect to any responsibilities or obligations of Xxxxx (including, without limitation, methods for target identification and CDx development).
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Actions or Decisions. All actions or decisions of the JSC made pursuant to this Agreement must be made by unanimous approval of the Parties, with each Party’s representatives on the JSC collectively having only one vote. If Joint Subcommittee members cannot reach a unanimous decision after using good faith reasonable efforts over [***] days to reach consensus, then either Party may submit such deadlock to the JSC for resolution. If the JSC members cannot reach a unanimous decision after using good faith reasonable efforts over [***] days to reach consensus, then either Party may submit such deadlock to Oncocyte’s Chief Executive Officer (or his or her nominee) and Bio-Rad’s Chief Executive Officer (or his or her nominee) (the “Executive Officers”) for resolution.
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Actions or Decisions. All actions or decisions of the Collaboration Committee made pursuant to this Agreement shall be made by [*] of the members of the Collaboration Committee, assuming an equal number of representatives designated by each Party are in attendance [*]. If the Collaboration Committee is unable to reach a [*] for any particular action, either Party may seek to escalate the matter for resolution by the CEO or Executive Chairman of ARIOSA and a member of the senior management of LabCorp by providing a written request to the other Party; provided that the persons to whom such matter is escalated shall not be on the Collaboration Committee. Such individuals shall meet (in person or by phone) and use good faith efforts to reach a decision on the escalated matter and relay any such decision to the Collaboration Committee for any necessary follow up or implementation within [*] of the escalation thereof. The Collaboration Committee shall not have right to amend this Agreement or make any decision or require either Party to take any action that conflicts with the terms of this Agreement, unless mutually agreed to in writing by the Parties.
Sample 1
Actions or Decisions. All actions or decisions of the JSC must be made [***] of the Parties, acting through their respective JSC representatives, with each Party having collectively [***] vote in all such actions or decisions, regardless of the number of representatives or other employees a Party has in attendance at the JSC meeting. For clarity, the Parties may also act without a meeting of the JSC if they mutually agree in writing to such action. The JSC Coordinator will maintain a log summarizing all actions or decisions by the JSC, which must be signed by [***] representative of each Party each time such log is updated or revised. If the JSC is unable to agree on any matter within [***] days after such matter is first discussed at a JSC meeting, such matter shall be referred to the Senior Executives of the Parties. The Senior Executives shall negotiate in good faith to resolve such matter through discussions, provided that Millennium Senior Executive will have final decision making authority with respect to MPI Drug Development and Commercialization (subject to exercise of Diligent Efforts by Millennium to make MPI Drug available in the Territory) but not the Development or Commercialization of any Product which will be the decision of the Precision Senior Executive, subject to exercise of Diligent Efforts by Precision to make Product available in the Territory. Any matter that remains unresolved within [***] calendar days of such matter first being referred to the Senior Executives (or within a time period as mutually agreed to by the Parties), then such matter shall be resolved in accordance with Section 13.12.
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Related to Actions or Decisions

  • Decisions The General Assembly shall be free to act on its own initiative to formulate proposals and take decisions in accordance with the procedures set out herein. In addition, all proposals made by the Executive Board shall also be considered and decided upon by the General Assembly. The following decisions shall be taken by the General Assembly: Content, finances and intellectual property rights - Proposals for changes to Annexes 1 and 2 of the Grant Agreement to be agreed by the Funding Authority - Changes to the Consortium Plan - Modifications to Attachment 1 (Background Included) - Additions to Attachment 3 (List of Third Parties for simplified transfer according to Section 8.2.2) - Additions to Attachment 4 (Identified Affiliated Entities)] Evolution of the consortium - Entry of a new Party to the consortium and approval of the settlement on the conditions of the accession of such a new Party - Withdrawal of a Party from the consortium and the approval of the settlement on the conditions of the withdrawal - Identification of a breach by a Party of its obligations under this Consortium Agreement or the Grant Agreement - Declaration of a Party to be a Defaulting Party The identification of the breach is a first step in accordance with the procedure in 4.2 before declaring a Party as a Defaulting Party. - Remedies to be performed by a Defaulting Party - Termination of a Defaulting Party’s participation in the consortium and measures relating thereto - Proposal to the Funding Authority for a change of the Coordinator - Proposal to the Funding Authority for suspension of all or part of the Project - Proposal to the Funding Authority for termination of the Project and the Consortium Agreement Appointments On the basis of the Grant Agreement, the appointment if necessary of: - Executive Board Members

  • Litigation and Unilateral Commencement of Arbitration Notwithstanding the foregoing provisions of this Article VII, (a) a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 7.1, Section 7.2 and Section 7.3 if such action is reasonably necessary to avoid irreparable damage and (b) either Party may initiate arbitration before the expiration of the periods specified in Section 7.2 and Section 7.3 if (i) such Party has submitted a Mediation Request or Arbitration Request, as applicable, and the other party has failed, within the applicable periods set forth in Section 7.3, to agree upon a date for the first mediation session to take place within thirty (30) days after the appointment of such mediator or such longer period as the Parties may agree to in writing or (ii) such Party has failed to comply with Section 7.3 in good faith with respect to commencement and engagement in arbitration. In such event, the other Party may commence and prosecute such arbitration unilaterally in accordance with the CPR Arbitration Procedure.

  • Claim Decision Upon receipt of such claim, the Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days for reasonable cause by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision. If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

  • Independent Credit Decisions Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

  • Decisions of Board or Committee The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

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