Amicable Agreement Sample Clauses

The Amicable Agreement clause establishes a process for the parties to resolve disputes through negotiation before pursuing formal legal action. Typically, this clause requires the parties to first attempt to settle disagreements by engaging in good faith discussions, often within a specified timeframe and possibly involving designated representatives. Its core practical function is to encourage efficient, cost-effective resolution of conflicts and to preserve business relationships by avoiding immediate escalation to litigation or arbitration.
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Amicable Agreement. Employee and the Company agree that the current relationship between Employee and the Company should be amicably terminated and that the terms and conditions of the separation which are specified in this agreement are fair and equitable, that the Company has appreciated and appreciates the skill, ability, dedication and integrity of Employee, that Employee has appreciated and appreciates the skill, ability, dedication and integrity of the Company as a whole and of his subordinates, superiors and peers within the Company, and that the decision to change Employee's employment relationship is without rancor on either side. Employee shall not make any derogatory comment concerning the Company or Company Affiliates or any of their current or former officers, directors or employees, which results, or is reasonably expected to result, in any material adverse effect on the business or reputation of any such entity or person. The Company and Affiliates shall not make any derogatory comment concerning Employee which results, or is reasonably expected to result, in any material adverse effect on the business or reputation of Employee.
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Amicable Agreement. Should there be any disagreement, dissension, complaint or dispute (a “Dispute”) between the Parties regarding the validity of, compliance with, performance or termination of the Protocol, the Parties shall, before resorting to the courts and tribunals, attempt to resolve it amicably in accordance with the following procedure: (a) Either of the Parties may provide formal notice to the other of the issues to which the Dispute relates (the “Dispute Notice”). (b) The Parties shall have a duty to negotiate in good faith for a period of 15 business days from receipt of the Dispute Notice, to attempt to reach a mutually acceptable agreement. To this end, each of the Parties shall have a duty to draw up and submit to the other, within the 10 business days of receipt of the Dispute Notice, a report which (i) identifies the Dispute, (ii) explains its position with regard thereto, and (iii) includes one or more proposals for its resolution. (c) The Parties shall make their best efforts to reach agreement on (i) the substance of the Dispute and, as the case may be, (ii) on the procedure for its extrajudicial resolution.
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Amicable Agreement. If a Notice of Disagreement is sent in a timely manner to Buyer or Seller in Charge (as the case may be), the Parties shall make their best efforts to, within fifteen (15) days from receipt of the Notice of Disagreement in question, negotiate in good faith and seek consensus regarding the divergences relating to the calculation of the value set out in the respective Notice of Disagreement ("Amicable Agreement "). Seller in Charge will negotiate directly with Buyer on behalf of the other Sellers, who agree and authorize the Seller in Charge to enter into an Amicable Agreement with Buyer which shall be definitive, binding and conclusive for all purposes set forth in this Agreement.
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Amicable Agreement. If an amicable settlement is reached, or the complaint is withdrawn or the Defendant has resolved the complaint to the satisfaction of the Complainant, the review of the complaint will be terminated by the Committee. The Complainant, the Defendant, and the Rectorate shall be notified of this in writing.
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Related to Amicable Agreement

  • Settlement Agreement Respondent understands that Respondent has the right to a formal adjudicatory hearing concerning this matter and that at said hearing

  • Transition Agreement 12.8.1 In the event of termination of this Agreement, whether in its entirety or with respect to the Terminated Territory, Ablynx and AbbVie shall negotiate in good faith the terms and conditions of a written transition agreement (the “Transition Agreement”) pursuant to which AbbVie and Ablynx will effectuate and coordinate a smooth and efficient transition of relevant obligations and rights to Ablynx as reasonably necessary for Ablynx to exercise its licenses pursuant to Sections 12.6 and 12.7 with respect to the Licensed Products after termination of this Agreement (in its entirety or with respect to the Terminated Territory, as applicable) as and to the extent set forth in this Article 12. For purposes of clarity, AbbVie shall not be required to Manufacture or have Manufactured the Licensed Products by or on behalf of Ablynx as part of the Transition Agreement. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 12.8.2 The Transition Agreement shall provide that in the event of a termination of this Agreement in its entirety by AbbVie pursuant to Section 12.3 or by Ablynx in its entirety pursuant to Section 12.2.1, AbbVie shall: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Documentation then Controlled by AbbVie and in its name applicable to the Licensed Products in the Territory that are the subject of an exclusive license grant in Section 12.6.1(iii); (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) unless expressly prohibited by any Regulatory Authority, transfer control to Ablynx of all Clinical Studies being Conducted by AbbVie as of the effective date of termination and continue to Conduct such Clinical Studies, […***…], for up to […***…] to enable such transfer to be completed without interruption of any such Clinical Study; provided, that (a) Ablynx shall not have any obligation to continue any Clinical Study unless required by Applicable Law, in which case Ablynx, if it wishes to terminate such Clinical Study, shall continue such Clinical Study […***…] until such time that Applicable Law allows such trial to be terminated (with Ablynx taking all reasonable steps to promptly terminate such Clinical Study and minimize all costs and expenses), and (b) with respect to each Clinical Study for which such transfer is expressly prohibited by the applicable Regulatory Authority, if any, AbbVie shall continue to Conduct such Clinical Study to completion, […***…]; (iv) assign (or cause its Affiliates to assign) to Ablynx all agreements with any Third Party with respect to the conduct of pre-clinical Development activities, Manufacturing or Clinical Studies for the Licensed Products, including agreements with contract research organizations, contract manufacturing organizations, clinical sites, and investigators, unless, with respect to any such agreement, such agreement (a) expressly prohibits such assignment, in which case AbbVie shall cooperate with Ablynx in reasonable respects to secure the consent of the applicable Third Party to such assignment, or (b) covers Clinical Studies for Combination Products in which any active ingredient that is not a Licensed Compound is covered by Patents Controlled by AbbVie or any of its Affiliates or covers products covered by Patents Controlled by AbbVie or any of its Affiliates in addition to the Licensed Products, in which case AbbVie shall, […***…], cooperate with Ablynx in all reasonable respects to facilitate the execution of a new agreement between Ablynx and the applicable Third Party; and (v) transfer to Ablynx all existing clinical supplies of the Licensed Compound or Licensed Product in the possession of AbbVie at the time of termination, which shall be […***…]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. In the event this Agreement is partially terminated or terminated in its entirety by Ablynx pursuant Section 12.2.1, then any actions or activities set forth in the Transition Agreement shall be […***…]. 12.8.3 The Transition Agreement shall provide that in the event of a termination of this Agreement with respect to a country or other jurisdiction by AbbVie pursuant to Section 12.3.2 or with respect to a Terminated Territory by Ablynx pursuant to Section 12.2.2 (but not in the case of any termination of this Agreement in its entirety), AbbVie shall in a reasonable amount of time following Ablynx’s request: (i) where permitted by Applicable Law, transfer to Ablynx all of its right, title, and interest in all Regulatory Approvals owned by AbbVie and then in its name that is solely applicable to the Terminated Territory and to the Licensed Products that are the subject of an exclusive license grant in Section 12.7.2, as such Regulatory Approvals exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory; provided, that AbbVie retains a license and right of reference under any Regulatory Approval transferred pursuant to this clause as necessary or reasonably useful for AbbVie to Commercialize Licensed Products in the Territory, Develop Licensed Products in support of such Commercialization, or Manufacture Licensed Products in support of such Development or Commercialization; (ii) notify the applicable Regulatory Authorities and take any other action reasonably necessary to effect the transfer set forth in clause (i) above; (iii) grant Ablynx a right of reference to all Regulatory Documentation then owned by AbbVie and in AbbVie’s name that are not transferred to Ablynx pursuant to clause (i) above that are necessary or reasonably useful for Ablynx, any of its Affiliates or sublicensees to Develop or Commercialize any Licensed Products that are the subject of the license grant in Section 12.7.2, as such Regulatory Documentation exists as of the effective date of such termination of this Agreement with respect to such Terminated Territory.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT. 8.02 In the event of termination of either a Purchase Order or this Agreement, the payment of monies due CONSULTANT for work performed prior to the effective date of such termination shall be paid within thirty (30) days after receipt of an invoice as provided in this Agreement. Upon payment for such work, CONSULTANT agrees to promptly provide to WESTERN all documents, reports, purchased supplies and the like which are in the possession or control of CONSULTANT and pertain to WESTERN.

  • Amendment to Employment Agreement 2 of the Employment Agreement is amended and restated in its entirety to read as follows:

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.