Audit Rights and Dispute Resolution Sample Clauses

Audit Rights and Dispute Resolution. (i) From and after the delivery of the first Net Sales Statement (and no more than once during any period of four consecutive calendar quarters, except in connection with the final Net Sales Statement), upon reasonable advance written notice from the Acting Holders, Parent shall permit the Acting Holders (and, if applicable, the Independent Accountant) to have access at reasonable times during normal business hours to the books and records of Parent and its Affiliates as may be reasonably necessary to evaluate and verify the accuracy of the Net Sales calculations set forth in the most recently delivered Net Sales Statement and the figures underlying such calculations to the extent such Net Sales calculations (i) have not become conclusive and binding on the Rights Agent and the Holders in accordance with Section 4.04(b)(ii) and (ii) have not been previously audited by the Independent Accountant in accordance with this Section 4.04(b); provided that (x) the Acting Holders (and, if applicable, the Independent Accountant) enter into customary confidentiality agreements reasonably satisfactory to Parent with respect to the confidential information of Parent or its Affiliates to be furnished pursuant to this Section 4.04(b) and (y) such access does not unreasonably interfere with the conduct of the business of Parent or any of its Affiliates. (ii) In the event the Acting Holders dispute any calculation of Net Sales in the most recently delivered Net Sales Statement, within 90 days after delivery by Parent to the Rights Agent of such Net Sales Statement in accordance with Section
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Audit Rights and Dispute Resolution. (i) The Purchaser shall provide Xxxxxx (and its independent auditors) with reasonable access to any books, records, working papers and employees as it may reasonably request in connection with the preparation and review of the Earnout Statement or Earnout Update pursuant to this Section 3.4. (ii) Within 120 days following receipt by Xxxxxx of the Earnout Statement, Xxxxxx shall deliver written notice (an “Earnout Dispute Notice”) to the Purchaser of any dispute the Sellers have with respect to the preparation or content of the Earnout Statement. The Earnout Dispute Notice must describe in reasonable detail the items contained in the Earnout Statement that the Sellers dispute and the basis for any such disputes. Any items included in the Earnout Statement and not disputed in the Earnout Dispute Notice will be deemed to have been accepted by the Sellers. If Xxxxxx does not deliver an Earnout Dispute Notice within such 120-day period, the Earnout Statement will be final, conclusive and binding on the parties. If an Earnout Dispute Notice is delivered to the Purchaser, the Purchaser and Xxxxxx shall negotiate in good faith to resolve such dispute. If the Purchaser and Xxxxxx, notwithstanding such good faith effort, fail to resolve such dispute within 120 days after Xxxxxx delivers an Earnout Dispute Notice, then the Purchaser and Xxxxxx jointly shall engage the Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 3.4(b). The scope of the review by the Accounting Firm shall be limited to a determination of whether the disputed portions of the initial draft of the Earnout Statement were prepared in accordance with this Section 3.4. Based on its determinations of the matters described in the preceding sentence, the Accounting Firm shall make a final determination of Cumulative EBITDA. The Accounting Firm is not to make or be asked to make any determination other than as set forth above. Further, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by the Purchaser or Sellers or less than the smallest value for such item claimed by the Purchaser or Sellers, or review the Earnout Statement using a methodology which deviates from that set forth in this Section 3.4. Xxxxxx and the Purchaser shall use reasonable best efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, if at all possi...
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Audit Rights and Dispute Resolution 
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Related to Audit Rights and Dispute Resolution

  • LAW AND DISPUTE RESOLUTION (1) The present lease shall be governed by Norwegian law. (2) Any dispute relating to the lease shall be resolved before the courts in the jurisdiction of the Property.

  • Consultation and Dispute Resolution 1. The Parties shall promptly consult, at the request of either of them, on any question arising out of the interpretation or application of this Agreement. Any disputes concerning the interpretation or application of this agreement shall be settled by friendly consultations between the Parties. 2. Paragraph 1 shall not prevent the Parties from having recourse to dispute settlement procedures under the Partnership and Cooperation Agreement establishing partnership between the European Communities and their Member States, and Ukraine.

  • Complaints and Dispute Resolution 16.1 Where a dispute arises in connection with any aspect of this Agreement, the parties acting with good faith, will use all reasonable endeavours to bring any such issue to the attention of the other party in a timely fashion and in any event within 60 days of any such dispute coming to their attention. 16.2 Notification by one party to the other must be in writing and include the nature of the dispute and the desired resolution. 16.3 If a Supplier wishes to notify ACM of a dispute in connection with this Agreement, any such notification should be made by email to xxxxxxxxxx@xxxxxx.xxx.xx. 16.4 Within seven days of receipt of a notification in accordance with clause 16.2, a party will provide a response in writing including setting out steps it intends to take to resolve the dispute. 16.5 If, after attempting to resolve the dispute for a period of at least 60 days, the parties are not reconciled, they agree to then participate in a mediation to be conducted in accordance with the Code. 16.6 If, after undertaking mediation in accordance with the Code, the parties are still not reconciled, they may then submit to an arbitration to be conducted in accordance with the Code. 16.7 Unless otherwise agreed in writing, the parties shall each bear their own legal costs associated with any mediation and/or arbitration pursuant to this Agreement. 16.8 Nothing in this clause will prevent a party from seeking an injunction.

  • Governing Law and Dispute Resolution 11.1 This Agreement and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and interpreted in accordance with, English law. 11.2 Any Dispute arising out of or in connection with this Agreement or any related agreement (s), including any question regarding its or their existence, validity, breach, termination or enforceability, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted (the “HKIAC Rules”) which are deemed to be incorporated by reference into this Clause 11.2, except as they may be modified herein or by mutual agreement of the Parties. 11.3 The tribunal shall consist of three (3) arbitrators. The parties to the Dispute shall each nominate one arbitrator, provided that where there are multiple claimants or multiple respondents, the multiple claimants jointly and the multiple respondents jointly shall nominate an arbitrator. The third arbitrator, who will be the chairman of the tribunal, shall be nominated by the two party-nominated arbitrators. The chairman of the tribunal must be a solicitor or barrister qualified in England and Wales, with at least ten (10) years of experience. Notwithstanding anything to the contrary in the HKIAC Rules, in agreeing upon a third arbitrator, the two party-nominated arbitrators may communicate directly with each other and their respective nominating parties. If no agreement is reached upon the third arbitrator within ten (10) Business Days of the appointment of the second arbitrator, HKIAC shall expeditiously nominate and appoint a third arbitrator to act as chairman of the arbitral tribunal (as applicable). If the claimant or claimant parties and/or the respondent or respondent parties fail to nominate an arbitrator in accordance with this Clause 11.3 within twenty (20) Business Days after the deadline to submit the answer to the notice of arbitration, an arbitrator shall be appointed on their behalf in accordance with the HKIAC Rules. In such circumstances, any existing nomination or confirmation of an arbitrator shall be unaffected, and the remaining arbitrator(s) shall be appointed in accordance with this Clause 11.3. Each party expressly agrees and consents to this process for nominating and appointing the arbitrators. 11.4 The seat, or legal place, of arbitration shall be Hong Kong. 11.5 The language to be used in the arbitral proceedings shall be English. 11.6 The governing law of this arbitration agreement shall be English law. 11.7 The arbitration award shall be final and binding on the parties, and the parties undertake to carry out any award without delay. Except as provided in Clause 11.8, judgment upon the award may be entered by any court having jurisdiction over the award or over the relevant party or its assets. 11.8 Each Party hereby acknowledges and agrees that it shall not, and it shall procure that its Affiliates shall not, bring any action, claim or proceedings in any court in Russia (including pursuant to Articles 248.1 and 248.2 of the Arbitrazh Procedure Code of the Russian Federation) or in any other jurisdiction or dispute resolution forum other than (i) as set out in Clause 11.2 in relation to this Agreement or the transactions contemplated therein or (ii) any enforcement proceeding in relation to an arbitral award obtained in accordance with Clause 11.2 (each such restricted action, claim or proceeding, a “Restricted Party Claim”). 11.9 Each Party hereby covenants with each other Party to hold such Party and its Affiliates harmless and on such Party’s demand to indemnify such Party and its Affiliates for and against (and hereby covenants on such Party’s demand to pay such Party and its Affiliates an amount equal to) all documented losses, liabilities, claims, actions, demands, damages or costs and expenses (including documented fees of external legal advisers) incurred by such Party or any of its Affiliates resulting from or arising out of or in connection with a Restricted Party Claim of the Party giving the covenant hereunder (or a Restricted Party Claim of an Affiliate of such Party). 11.10 Any Party to this Agreement serving a notice of arbitration shall send a copy of that notice to every other Party. Any respondent to a claim may join any other Party as a party to the arbitration, to afford that party an opportunity to defend against the claim or to assert against that party a substantially related claim. Any Party that is not already a party to the arbitration may intervene as a party to the arbitration to defend against a claim or to assert against any other Party a substantially related claim. Any joined or intervening Party shall be bound by any award rendered by the arbitration tribunal even if such Party chooses not to participate in the arbitration proceedings. Any joinder or intervention pursuant to this Clause shall be made by serving written notice on all Parties within thirty (30) days from receipt of the notice of arbitration to which the joinder or intervention relates. The arbitral tribunal shall resolve any disputes as to whether the joinder or intervention is admissible under the terms of this Clause and whether and to what extent any other pending arbitration proceedings between Parties shall be stayed or discontinued in the interest of efficiency. The tribunal’s decision shall be binding. For the avoidance of doubt, the term “claim” as used in this Clause includes any claim, counterclaim, crossclaim, or claim by or against a joined or intervening Party. 11.11 In order to facilitate the comprehensive resolution of related disputes, and upon request of any party to the arbitration proceeding, the arbitration tribunal may consolidate the arbitration proceeding with any other arbitration proceeding relating to this Agreement or any related agreement (s). The arbitration tribunal shall not consolidate such arbitrations unless it determines that (i) there are issues of fact or law common to the two proceedings such that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party would be prejudiced as a result of such consolidation through undue delay or otherwise.

  • Governing Law and Dispute Resolution Procedure 25.1 This Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the laws of England and Wales. 25.2 Subject to the remainder of this clause 25, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) that arises out of or in connection with this Agreement or its subject matter. 25.3 In the event that any claim or dispute arises out of or in connection with this Agreement, the parties shall, following service of written notice by one party on the other, attempt to resolve amicably by way of good faith negotiations and discussions any such dispute or claim as soon as reasonably practicable (and in any event within 14 calendar days after such notice or by such later date as the parties may otherwise agree in writing). If the parties are unable to resolve the dispute or claim in accordance with this clause 25.3, either party may commence proceedings in accordance with clause 25.2. 25.4 Nothing in this clause 25 shall prevent either party from applying at any time to the court for injunctive relief on the grounds of infringement, or threatened infringement, of the other party's obligations of confidentiality contained in this Agreement or infringement, or threatened infringement, of the applicant's Intellectual Property Rights.

  • Applicable Law and Dispute Resolution 11.1 The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the PRC. 11.2 The Parties shall strive to settle any dispute arising from the interpretation or performance through friendly consultation. In case no settlement can be reached through consultation, each party can submit such matter to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall follow the then current rules of CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall take place in Beijing. The arbitration award shall be final and binding upon the Parties. This article shall not be affected by the termination or elimination of this Agreement. 11.3 In case of any disputes arising out of the interpretation and performance of this Agreement or any pending arbitration of such dispute, each Party shall continue to perform their obligations under this Agreement, except for the matters in dispute.

  • Applicable Laws and Dispute Resolution a. The formation, validity, interpretation and performance of and settlement of disputes under this Agreement shall be governed by the laws of the PRC. b. Any dispute, conflict, or claim arising in connection with the interpretation and performance of the provisions of this Agreement (including any issue relating to the existence, validity, and termination of this Agreement) shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties within thirty (30) days after a Party makes a request for dispute resolution through negotiations, any Party may refer such dispute to a competent court having legal jurisdiction over the registration place of Party A. The Parties agree to submit to the jurisdiction of such court. The Parties agree that the dispute and any court proceedings shall be kept confidential and that the existence of the proceedings and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the court, the Parties, their counsels and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings or as required by the rules of the U.S. Securities and Exchange Commission, the NASDAQ stock market rules or the rules of any other quotation system or exchange on which the securities of the disclosing Parties or their affiliates are listed or as otherwise required by applicable law. The Parties further agree to request that the court conduct any proceedings in closed session and to keep the existence of the proceedings and any element of it, including the decision of the court, confidential and refrain from publishing or otherwise disclosing any of the foregoing information to the public, except as may be lawfully required in judicial proceedings or as otherwise required by applicable law.

  • Choice of Law and Dispute Resolution (a) THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) Subject to subsections (c) through (f), any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance and/or termination of this Agreement and any amendment thereto (including without limitation the validity, scope and enforceability of this arbitration provision) (each a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce (“ICC”), except that the parties may select an arbitrator who is a national of the same country as one of the parties. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the ICC shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. In the event of any arbitration between the parties, the Company shall consent to a request by the Participant to hold arbitral proceedings, including any evidentiary hearings, in the country in which the Participant principally conducts his/her business for the convenience of the parties and witnesses, it being understood, however, that the legal situs of the arbitration shall remain in New York. Each side will bear its own costs and attorneys’ fees. (c) Either party may bring an action or proceeding in any court having jurisdiction thereof for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and/or in support of the arbitration as permitted by any applicable arbitration law and, for the purposes of this subsection (c), each party expressly consents to the application of subsections (e) and (f) to any such suit, action or proceeding. (d) Judgment on any award(s) rendered by the tribunal may be entered in any court having jurisdiction thereof. (i) Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Courts located in New York, United States for the purpose of any suit, action or proceeding brought in accordance with the provisions of subsection (c). The parties acknowledge that the forum designated by this subsection (e) has a reasonable relation to this Agreement, and to the parties’ relationship with one another. (ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to any right to assert personal jurisdiction in any other forum or to the laying of venue of any suit, action or proceeding brought in any court referred to in subsection (e)(i) pursuant to subsection (c) and such parties agree not to plead or claim the same, or to seek anti-suit relief or any other remedy to deny the arbitral jurisdiction referred to in subsection (b). (f) The parties agree that if a suit, action or proceeding is brought under subsection (c), proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and they irrevocably appoint the General Counsel of the Company, c/o Accenture, 000 X. Xxxxx Street, Chicago, IL 60601 USA (or, if different, the then-current principal business address of the duly appointed General Counsel of the Company) as such party’s agent for service of process in connection with any such action or proceeding and agree that service of process upon such agent, who shall promptly advise such party of any such service of process, shall be deemed in every respect effective service of process upon the party in any such action or proceeding.

  • Governing Law, Jurisdiction and Dispute Resolution The rights and obligations of the Parties under the Agreement shall be governed by and construed in accordance with the laws of India. The TDSAT, to the exclusion of all other courts, shall have exclusive jurisdiction in respect of any dispute between the Parties arising out of or in connection with or as a result of this Agreement.

  • Governing Law and Disputes 12.1 The Parties will make good faith efforts to resolve, in a confidential manner, any dispute which may arise under the Agreement, by escalating it to higher levels of management, prior to resorting to litigation or other legal process.

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