Cooperation and Dispute Resolution Clause Samples

Cooperation and Dispute Resolution. (a) The Company and HCP shall each appoint as many as two (2) employees occupying a senior management role with the Company and HCP, respectively, to coordinate the provision of Services (each such person, a “Service Coordinator”). Each Service Coordinator shall have the authority and responsibility to: (i) represent the appointing Party in relation to this Agreement and make appropriate decisions on day-to-day issues subject to the terms of this Agreement; (ii) coordinate the technical aspects of the Services and consult on the operation and management of the Services; (iii) monitor the appointing Party’s compliance with its obligations under this Agreement and review the performance of the Services; and (iv) resolve any dispute between the Parties. (b) In the event of a dispute hereunder between HCP and the Company that the Service Coordinators are unable to resolve within five (5) days (a “Dispute”), a senior officer of the Company and a senior officer of HCP shall attempt within a period of seven (7) days thereafter, or such longer period as the Parties may agree (the “Resolution Period”), to conclusively resolve the Dispute. If a Dispute remains unresolved after the expiration of the Resolution Period, then either Party may deliver to the other Party a written notice along with reasonable supporting detail (a “Dispute Notice”) with respect to such Dispute and the Parties shall negotiate in good faith to resolve any such Dispute, and any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties have not reached a final resolution within thirty (30) days from the date of delivery of any Dispute Notice, then each Party shall have the right to cause the matter to be submitted to an arbitrator, who shall be selected by the American Arbitration Association and shall have expertise in the subject matter of the Dispute Notice (the “Arbitrator”), whose written final decision shall be final and binding upon the Parties. The fees, expenses and costs of the Arbitrator shall be borne equally by each Party except to the extent specifically awarded otherwise by the Arbitrator. All materials submitted to the Arbitrator (including the final decision of the Arbitrator) shall be considered Confidential Information and subject to Section 9 hereof. (c) The Service Coordinators shall meet as often as necessary in order to promptly (i) oversee the implementation and application of this Agreement, (ii) resolve any disputes sub...

Cooperation and Dispute Resolution. The Parties agree to cooperate in good faith with each other in the performance of this Contract and negotiation of any modifications hereto in order to achieve and maintain timely compliance with BTOP, ARRA and other applicable federal and local laws and requirements, and to ensure the success of the Broadband Project and fulfillment of its goals, including the deadlines for obligating and expending funds under the Broadband Grants. To ensure timely completion of work and expenditure of grant funding, the Parties agree that they shall endeavor to resolve promptly any disputes or disagreements regarding interpretation and performance of this Contract. As a matter of course, the Parties shall bring problems or potential problems to the attention of each other as soon as possible and discuss them.

Cooperation and Dispute Resolution. Antietam and the Town shall at all times work cooperatively and in good faith in the performance of their respective duties under this Agreement, and in order to affect the purposes hereof. Except with respect to enforcement of the indemnity, hold harmless and insurance provisions set forth herein, in the event of a dispute between the Parties arising out of this Agreement, the Parties shall make a good faith attempt to meet, confer and if necessary submit to mediation with a mediator of the Parties’ choosing, and if unable to agree, a mediator selected by the American Arbitration Association (“AAA”).

Cooperation and Dispute Resolution. Disputing Parties will devote such resources as are needed and as can be reasonably provided to resolve the dispute expeditiously. Disputing Parties will cooperate in good faith to promptly schedule, attend, and participate in the dispute resolution process.

Cooperation and Dispute Resolution. The Parties shall consult with each other promptly and regularly regarding any known technical questions or problems that may arise with the E-ZPass Plus Service, including but not limited to the transmission of data, reporting requirements, and payments. The Parties shall promptly provide each other with all documentation, reports, and information that another Party may reasonably request in order to fulfill its obligations under this Reciprocity III Agreement, subject to the confidentiality provisions of the Reciprocity I Agreement. Nothing in this Reciprocity III Agreement shall be deemed as the consent or obligation of any Party to provide documents or information protected by, or to waive, the attorney-client privilege or the attorney work product privilege. Any dispute or disagreement that arises from this Reciprocity III Agreement shall be settled in accordance with the dispute resolution provisions of the Operating Agreement.

Cooperation and Dispute Resolution. “ESC” and “PUHSD” shall appoint a point of contact, respectively, to coordinate the provision of Services (such person, a “Service Coordinator”). Service Coordinator shall have the authority and responsibility to represent in relation to this Agreement and make appropriate decisions on day- to-day issues subject to the terms of this Agreement; coordinate the technical aspects of the Services and consult on the operation and management of the Services; monitor and compliance with its obligations under this Agreement and review the performance of the Services; and resolve any dispute between the Parties. Each of the Parties shall have the right to change its Service Coordinators at any time by providing written notice to the other Party.

Cooperation and Dispute Resolution. During the term of this Agreement, the parties agree to cooperate in good faith to realize their intent and agreement (as expressed herein) and to resolve any problems that may occur with respect to this Agreement in a commercially reasonable way. As part of that cooperation, each party agrees as follows: (a) The Primary Coordinators shall be such party's coordinators (the "Coordinators") for the purpose of coordinating the Transition Services to be provided hereunder with the objective that the overall intent and agreement of the parties regarding the Transition Services required under this Agreement are achieved, including the prompt payment to Provider for the Transition Services provided hereunder. Each party may treat an act of a Coordinator of another party as being authorized by such other party without inquiring into such act or ascertaining whether such Coordinator had authority to so act; provided that no Coordinator has the authority to amend this Agreement, except in accordance with Section 7.9. (b) The Coordinators will promptly negotiate in good faith to resolve all disputes, controversies or claims arising out of or relating to this Agreement or the performance hereunder (a "Dispute"). In the event that the Coordinators cannot resolve a Dispute within fourteen (14) days of the date the Coordinators initiate negotiations with respect to such Dispute), the parties shall refer such Dispute to ▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of Provider, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, on behalf of Purchaser, for resolution. In the event that such Dispute cannot be resolved by the parties within fifteen (15) days of being referred to ▇▇. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇, the parties agree that they shall settle all such Disputes in the manner provided in Section 7.2. (c) While any Dispute is being resolved in accordance with Section 5.5, each of Provider and Purchaser shall continue to perform all of its obligations under this Agreement, including those obligations subject to the Dispute.

Cooperation and Dispute Resolution. In the event of any dispute, claim, question or disagreement (each a “Dispute”) arising out of or relating to this Agreement, the parties shall use all reasonable endeavours to settle such Dispute. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a just and equitable solution to the Dispute within a period of 60 days from the matter in dispute being raised by a party. If the parties cannot resolve the Dispute within the 60 day period, a party may refer the Dispute to arbitration pursuant to the commercial arbitration rules of the American Arbitration Association. The arbitration shall be held in the City of Montreal and determined by a single arbitrator and, unless the parties agree to share the costs of the arbitration, the arbitrator shall determine what portion of the costs and expenses incurred in such proceeding shall be borne by each party participating in the arbitration. The award of the arbitrator shall be final and binding on each of the parties and shall not be subject to any appeal on any ground, including an error of law. The parties covenant that they shall conduct all aspects of such arbitration having regard at all times to expediting the final resolution of such arbitration.

Cooperation and Dispute Resolution. (i) Valvoline agrees to share any calculations, workpapers or relevant Tax Returns reasonably requested by ▇▇▇▇▇▇▇ Global in connection with matters related to this Section 3.02. (ii) If Valvoline wishes to take a position on a Valvoline Actual Tax Return or the Valvoline Hypothetical Tax Return Workpapers that is inconsistent with one or more comments provided by Ashland Global pursuant to Section 3.02(a) or Section 3.02(b), Valvoline may do so if (A) Valvoline obtains an opinion from a Tax Advisor that there is no substantial authority for Ashland Global's position and that the position Valvoline wishes to take is supported by a "more likely than not" standard; or (B) the revisions do not affect any position taken on a Valvoline Tax Return or the Valvoline Hypothetical Tax Return Workpapers with respect to its taxable income prior to taking any Legacy Tax Attributes into account and relate directly to the use of any Legacy Tax Attributes or Tax Attributes of the same type as any Legacy Tax Attributes previously used by Valvoline. The parties shall attempt in good faith to resolve any issues or disputes related to this Section 3.02. Notwithstanding anything herein to the contrary, any dispute related to the review of Ashland Global of Valvoline Tax [[5981066]] Returns or the Valvoline Hypothetical Tax Return Workpapers shall be governed by this Section 3.02(e) and not Section 2.07.