Certain Disputes. Seller shall, at Buyer’s reasonable direction and expense for direct, out-of-pocket, un-Affiliated third-party costs reasonably incurred by Seller and approved in advance by Buyer, dispute, settle, appeal or otherwise challenge before any applicable Balancing Authority or Governmental Authority any cost, charge, payment, credit, or computation thereof by such Balancing Authority or Governmental Authority to the extent such cost, charge, payment, credit or computation (a) is relevant to payments from such Balancing Authority or Governmental Authority or other credits to which Xxxxx is entitled or costs or charges paid by or invoiced to Buyer hereunder and (b) as between Xxxxx and Seller, may be disputed only by Seller (or an agent or other representative of Seller in its capacity as such). Without limiting the foregoing or Section 11.7, Seller shall cooperate with Buyer with respect to any such dispute, settlement, appeal, or other challenge, including by providing to Buyer any settlement information and data relating to such dispute, settlement, appeal or other challenge received by Seller from such Balancing Authority or Governmental Authority and not already available to Buyer.
Certain Disputes. Disputes that arise under this Article 8 and are not resolved by mutual agreement within thirty (30) days shall be resolved by a nationally recognized expert in the relevant area with no material relationship with Buyer, Seller or their Affiliates (the “Referee”), chosen and mutually acceptable to both Buyer and Seller within five (5) days of the date on which the need to choose the Referee arises. The Referee shall resolve any disputed items within thirty (30) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Referee shall be borne equally by Buyer and Seller.
Certain Disputes. Notwithstanding anything in this Article III to the contrary, any disputes relating to injunctive relief or specific performance shall be conducted according to the fast-track arbitration procedures of the AAA then in effect.
Certain Disputes. Disputes arising under this Article 7 and not resolved by mutual agreement within 30 days shall be resolved by a nationally recognized expert in the relevant area with no material relationship with Parent, the Shareholders or their Affiliates (the “Referee”), chosen and mutually acceptable to both Parent and the Shareholder Representative within five days of the date on which the need to choose the Referee arises. The Referee shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Referee shall be borne equally by Parent, on the one hand, and the Shareholders, on the other hand.
Certain Disputes. 80 14.4 Entire Agreement; Amendment.................................................. 80
Certain Disputes. Notwithstanding anything to the contrary in Section 14.1, either Party may seek immediate injunctive or other interim relief, without resort to the procedures set forth in Section 14.1(a) or (b), from any court of competent jurisdiction with respect any dispute, controversy or claim relating to the scope, validity, enforceability or infringement of any Patent rights, copyrights, trade secrets, or trademark rights owned or Controlled by a party or its Affiliates or relating to any breach of Sections hereof.
Certain Disputes. (a) If the Parties do not agree upon (i) a matter to be decided by the JDC, or the JCC, for which [*] does not have the right to [*] (i.e., pursuant to the last sentence of Section [*], or under Section [*], above) or the JRC (e.g., pursuant to Sections 2.2 and 2.3.2); or (ii) the royalty terms to be established under Section 4.7 above; (iii) whether one or more amounts are required to be reimbursed under Section 3.4.4 or 4.5.2(a); or (iv) a dispute under Section 6.12, 6.13 or 6.14 above, then such matters in issue shall be determined by binding arbitration conducted pursuant to this Section 12.3.1 by one (1) arbitrator. In such arbitration, the arbitrator shall be an independent expert (including in the area of the dispute) in the pharmaceutical or biotechnology industry mutually acceptable to the Parties. If the Parties are unable to agree on an arbitrator, the arbitrator shall be an independent expert as described in the preceding sentence selected by the chief executive of the Chicago office of the American Arbitration Association.
(b) In the event of a dispute under (a) above, (i) each Party shall prepare a written report setting forth its position with respect to the substance of the dispute and (ii) in the case of a dispute under (a)(i), (a)(ii) or (a)(iv) above (but not under (a)(iii)), the arbitrator shall select one of the Party's positions as his decision, and shall not have authority to render any substantive decision other than to so select the position of either GSK or CK. Except as provided in the preceding clause (ii) such arbitration shall be conducted in all respects under the rules of the American Arbitration Association.
(c) The costs of any arbitration under this Section 12.3.1 shall be shared equally by the Parties, and each Party shall bear its own expenses in connection with such arbitration. The Parties shall use diligent efforts to cause the completion of any such arbitration within ninety (90) days following a request by any Party for such arbitration.
Certain Disputes. Disputes arising under Section 8.05 and not resolved by mutual agreement within 30 days shall be resolved by a nationally recognized accounting firm with no material relationship with Parent, the Sellers or their Affiliates (the “Accounting Referee”), chosen and mutually acceptable to both Parent and the Sellers within five days of the date on which the need to choose the Accounting Referee arises. The Accounting Referee shall resolve any disputed items within 30 days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the Accounting Referee shall be borne equally by Parent and the Sellers in proportion to their percentage ownership of the Company Stock, as set forth in Annex II to this Agreement.
Certain Disputes. If, with respect to the Market Price, if being determined pursuant to the proviso of clause (x) of such definition under Section 5(c)(ii), the Holders of a majority of the outstanding Warrants (on an as exercised basis at the time of such determination) object in writing to such determination and the Board and the Holders of a majority of the outstanding Warrants (on an as exercised basis at the time of such determination) are unable to come to an agreement in good faith within five (5) days after such written objection, such determination will be made by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Board and the Holders of a majority of the outstanding Warrants (on an as exercised basis at the time of such determination) (the “Valuation Firm”). If such determination is being made under Section 5(c)(ii), in making such determination, the Valuation Firm will assume an orderly sale transaction between a willing buyer and a willing seller and use valuation techniques then prevailing in the securities industry. If such determination is being made under Section 5(c)(ii), it will be made without regard to the lack of liquidity of the Common Stock due to any restrictions (contractual or otherwise) applicable thereto or any discount for minority interests and will assume full disclosure of all relevant information and a reasonable period of time for effectuating such sale. The determination of the Valuation Firm will be final and conclusive, and the fees and expenses of the Valuation Firm will be borne by the Company.
Certain Disputes. Notwithstanding the provisions of this Section 16.4, Disputes relating to intellectual property rights, including Disputes relating to the ownership, inventorship, enforceability, validity or scope of patent or other intellectual property rights, or other Disputes for which a Party wishes to seek injunctive or other equitable relief shall not be subject to the terms of this Section 16.4 and may be submitted for resolution to a court of competent jurisdiction, and without the necessity of posting a bond for such Disputes seeking injunctive or other equitable relief (each, an “Excluded Claim”). The Parties agree that any Dispute concerning an Excluded Claim that cannot be resolved by the Parties will be subject to the exclusive jurisdiction of the U.S. federal or New York state courts within the New York counties of New York, and the Parties hereby submit to, and waive any objection to, personal jurisdiction and venue in such courts for such purpose.
