Actions or Decisions Clause Samples
The 'Actions or Decisions' clause defines the authority and procedures for making choices or taking steps under the agreement. It typically outlines who is empowered to act or decide, the process for communicating such actions or decisions, and any required approvals or notifications. For example, it may specify that certain decisions require written notice or mutual consent between parties. This clause ensures clarity and accountability in how contractual actions are taken, reducing the risk of disputes or unauthorized decisions.
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) ▇▇▇▇▇ shall have the final decision making right with respect to any responsibilities or obligations of ▇▇▇▇▇ (including, without limitation, methods for target identification and CDx development).
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.
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.
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.