Appointment of Independent Expert Sample Clauses

Appointment of Independent Expert. If any Dispute is referred to an Independent Expert under this Clause 11: the Parties must in good faith use all reasonable endeavours to agree who the Independent Expert shall be; or If after ten (10) Working Days, the Parties have failed to agree who the Independent Expert shall be, the Authority shall refer the matter to the Managing Director of Markets (or person of equivalent authority) for the time being at XXXX who shall choose the Independent Expert. The choice of the Managing Director shall be binding on the Parties. Co-operation with the Independent Expert: The Parties shall: provide the Independent Expert with any assistance he may require in determining the Dispute referred to him; and provide the Independent Expert with all information he may reasonably request. Calling for evidence: The Independent Expert shall be entitled to call for such evidence and arguments from the Parties and any other person as he shall, in his absolute discretion, see fit in the course of making his determination. All such information and evidence shall be provided to the Independent Expert in writing. Appointment of advisers: The Independent Expert may appoint advisers having appropriate qualifications and experience, whose services he considers are desirable to assist him in considering the Dispute referred to him. Determination in writing The Independent Expert shall give his determinations in writing. Determination on matters referable: The Independent Expert shall make his determination only in relation to matters expressly referable to an Independent Expert by the terms of this Framework Agreement. The Independent Expert shall have no discretion to make any determination on any other matter except with the prior agreement of both Parties. Determination that amendments are required: If the Independent Expert determines that amendments to the Framework Agreement or Customer Contracts are required, the Independent Expert shall specify what amendments are required, the date on which the amendments shall have effect and the allocation of implementation costs between the Parties (determined on a pass-through, open-book basis). This Clause 11.9.4 applies if the Independent Expert determines: there is a Relevant Change or there is a Potential Relevant Change; and there are no amendments to the Framework Agreement or Customer Contracts that can be made to avoid the impact of the Relevant Change Effect. If this Clause 11.9.4 applies in the case of a Relevant Change, eith...

Appointment of Independent Expert. In the event that a Dispute is required to be determined by an Independent Expert under clause 32.1(a)(iv), the procedure for the appointment of an Independent Expert shall be as follows: (a) the Party wishing to have the Dispute determined shall give Notice to that effect to the other Party specifying the nature of the Dispute; and (b) the Parties must endeavour to agree upon the identity of the Independent Expert to be appointed, but in the event they are unable to agree upon the identity of the Independent Expert within 15 Days of the Notice referred to in clause 32.3(a), either Party may provide a copy of the Notice and a copy of this clause 32: (i) if the Dispute relates to a Technical Matter, to the President for the time being of the Institution of Engineers, Australia (or their delegate); or (ii) if the Dispute relates to a Financial Matter, to the Chief Executive Officer for the time being of The Institute of Arbitrators & Mediators Australia (or their delegate); or (iii) in either case, if the relevant body referred to in clause 32.3(b)(i) or clause 32.3(b)(ii) no longer exists, to the President (or their delegate) for the time being of such successor body or association as is then performing the function formerly carried out by the relevant body, together with a request for the nomination of a suitably qualified person to act as the Independent Expert to determine the Dispute and the person so nominated shall be appointed as the Independent Expert for the determination of the Dispute.

Appointment of Independent Expert. 1.1.1. The Parties shall appoint such firm as the Independent Expert as may be acceptable to the Parties provided that the firm to be appointed shall have: (i) experience of managing and/or operating educational institutions or other similar facilities or shall have experience of evaluating the performance of educational institutions for a period of minimum five (5) years; and (ii) experience of having performed detailed evaluations of teachers and school management. 1.1.2. The Independent Expert shall be appointed and shall be responsible for fulfilling its duties and responsibilities from the date of its appointment until the Expiry Date, unless its appointment is terminated earlier. 1.1.3. The Operator shall provide proposals of three (03) potential Independent Experts, fulfilling the criteria as contemplated in Articles 1.1.1 and 2.1 of this Annexure, to the Authority within fourteen (14) days of the Agreement. The Authority at its sole discretion may select or refuse any or all such three (03) potential Independent Experts provided by the Operator. In such case, the Operator shall provide a new revised list of potential Independent Experts within ten (10) working days. Provided further, if new revised list of potential Independent Experts is not acceptable to the Authority, then Parties shall appoint such firm as the Independent Expert as may be acceptable to the Authority. 1.1.4. It is upon the understanding as per the bid submitted in the Invitation for Bids Dated [] that the Operator has included the cost of the Independent Expert in the total project cost. 1.1.5. Upon selection of Independent Expert by the Parties, an Independent Expert Agreement to be executed between all Parties.

Appointment of Independent Expert. In accordance with the second paragraph of article 34.1 of the Law on Structural Changes to Companies, the Boards of Directors of CaixaBank and Bankia will request that the Companies Register of Valencia appoints an independent expert to draft a sole report on this Joint Merger Plan and on the assets and liabilities transferred from Bankia to CaixaBank as a result of the merger, with the scope set out in article 34.3 of the aforementioned law.

Appointment of Independent Expert. 1.1.1. The Parties shall appoint such firm as the Independent Expert as may be acceptable to the Parties provided that the firm to be appointed shall have: (i) experience of managing and/or operating educational institutions or other similar facilities or shall have experience of evaluating the performance of educational institutions for a period of minimum five (5) years; and (ii) experience of having performed detailed evaluations of teachers and school management. 1.1.2. The Independent Expert shall be appointed and shall be responsible for fulfilling its duties and responsibilities from the date of its appointment until the Expiry Date, unless its appointment is terminated earlier. 1.1.3. The Operator shall provide a list of three (03) potential Independent Experts, fulfilling the criteria as contemplated in Articles 1.1.1 and 2.1 of this Annexure, to the Authority within fourteen (14) days of the Agreement. 1.1.4. It is upon the understanding as per the bid submitted in the Invitation for Bids Dated _ that the bidder has included the cost of the Independent Expert in the total project cost.

Appointment of Independent Expert. The Authority shall appoint a consulting firm in accordance with the selection criteria set forth in Schedule-L, to be the independent consultant under this Agreement (the “Independent Expert”). The appointment shall be made at the Authority’s sole discretion. On expiry or termination of the aforesaid period, the Authority may in its discretion renew the appointment, or appoint another firm.

Appointment of Independent Expert. If the Borrower and the Lender do not mutually agree on an Expert within seven (7) days from the beginning of the appointment process, each of the Borrower and the Lender shall select an Expert, whereby the so elected Experts shall select together a third Expert. In case the two selected Experts do not mutually agree on a third Expert within seven (7) days after being appointed, each of them shall select another Expert, whereby a Swiss Notary Public appointed by the Lender will pick one of these two Experts as third Expert by drawing lots. In the case of the appointment of three Experts references in this Agreement to an Independent Expert shall be deemed to refer to these three Experts, deciding by majority decision. Decisions of the Independent Expert shall be final and binding on the Borrower and the Lender. The Lender shall incur no liability against the Borrower in respect of any action taken, or suffered to be taken, in accordance with such decision and in good faith. The fees and costs of the Independent Expert shall be borne by the Borrower. To: WISeKey International Holding AG General -Gxxxxx-Xxxxxxx 0 0000 Xxx Xxxxxxxxxxx Attn.: Pxxxx Xxxx, Chief Financial Officer Email: pxxxx.xxxx@xxxxxxx.xxx From: [Lender] Dated: [•] Dear Sirs 1. We refer to the Agreement. This is a Conversion Notice. Terms defined in the Agreement have the same meaning when used in this Conversion Notice unless given a different meaning in this Conversion Notice. 2. We herewith exercise our Conversion Right as follows: (a) Conversion Amount: [•] (b) Conversion Ratio: [Details of calculation] (c) Number of Borrower Shares resulting from Conversion: [•] (d) Directions for delivery of Borrower Shares resulting from Conversion: Account: [•] Account holder: [•] Bank: [•] IBAN share account: [•] SWIFT/BIC: [•] Address account holder: [•] 3. To the extent the Borrower Shares to be delivered are issued out of the conditional share capital (bedingtes Aktienkapital) of the Borrower, we herewith make reference to article [reference to article covering the conditional share capital] of the Borrower's articles of association. 4. We kindly ask you to enter [name of account holder] into the share register of the Borrower with voting rights with respect to the Borrower Shares referred to in this Conversion Notice. 5. This Conversion Notice is irrevocable.

Appointment of Independent Expert. (a) The Independent Expert will be appointed by agreement between the parties to the dispute or deadlock. If the parties cannot agree on appointment of an Independent Expert, the appointment will be made by: (i) for technical matters – the President of the Institute of Engineers, Australia; (ii) for financial and valuation matters – the President of the Institute of Chartered Accountants, Australia. (b) The Independent Expert will: (i) have appropriate qualifications, including experience in the subject matter of the dispute or deadlock; and (ii) not have any interest which conflicts or may conflict with his or her appointment as an expert in relation to the dispute.

Appointment of Independent Expert. 2.1 In the event the JV Shareholders do not agree a sum equal to Fair Market Value in accordance with paragraph 1.2, they will each use their reasonable endeavours to agree upon the appointment of the Independent Expert, which will be an investment bank, within 3 Business Days of the expiry of the Initial Consideration Period (“Appointment Period”). 2.2 At the commencement of the Appointment Period, the JV Shareholders must also instruct the Auditors to select (but not appoint) a suitable investment bank to act as Independent Expert (including ascertaining the availability of the investment bank to perform that role). 2.3 In the event that the JV Shareholders are unable to reach agreement upon an Independent Expert within the Appointment Period, subject to paragraph 11, they shall appoint as independent expert the suitable investment bank selected by the Auditors for that purpose pursuant to paragraph 2.2 and that appointment will be made within two Business Days after the expiry of the Appointment Period.

Appointment of Independent Expert. (a) The Independent Expert will be appointed by agreement between the parties to the dispute or deadlock. If the parties cannot agree on appointment of an Independent Expert, the appointment will be made by: