Dispute Resolution, Etc Sample Clauses

The Dispute Resolution clause establishes the procedures that parties must follow to resolve disagreements arising from the contract. Typically, it outlines steps such as negotiation, mediation, or arbitration before litigation can be pursued, and may specify the forum, governing law, or timelines for these processes. This clause is essential for providing a clear, structured method for addressing conflicts, thereby minimizing uncertainty and reducing the likelihood of costly or protracted legal battles.
Dispute Resolution, Etc. (i) If the Borrower in good faith and in writing (a “Dispute Notice”): (1) disputes the Asset Current Price or the Assigned Price of one or more Collateral Obligations as determined by the Calculation Agent as of any Business Day (each, a “Disputed Collateral Obligation”), and set forth in such Dispute Notice a higher valuation proposed by the Sponsor in respect of such Disputed Collateral Obligation (the related “Sponsor Valuation”), and the related difference in Aggregate Deficiency that would result from the disputed prices exceeds U.S.$3,000,000; or (2) dispute the calculation of a Borrowing Base Deficiency, Excess Concentration Amount, Excess Concentration Borrowing Amount, Exposure Coverage Deficiency or WAPG Cure Amount, and set forth in such Dispute Notice the calculation proposed by the Sponsor in respect thereof (the related “Sponsor Deficit Calculation”), and the total of all Sponsor Deficit Calculations in dispute exceeds U.S.$3,000,000; then for so long as such dispute (each a “Dispute”) is continuing (and provided that no Event of Default, Monetary Default or Other Material Default with respect to the Borrower occurs or is then continuing), upon the request of the Borrower, the Calculation Agent and the Borrower will work together in good faith to resolve such Dispute. (ii) Subject to clause (iii), while such Dispute with respect to an Asset Current Price is pending, such Asset Current Price shall be the Asset Current Price as determined by the Calculation Agent. (iii) If during the pendency of a Dispute the Borrower provides the Calculation Agent with a Firm Bid for such Disputed Collateral Obligation from one or more unaffiliated third parties, then for so long as such Firm Bid is actionable (by the relevant Borrower Entity, with respect to the portion thereof constituting a cash bid for the purchase of such Disputed Collateral Obligation, and by the Calculation Agent, with respect to the portion thereof constituting a synthetic bid to provide credit protection for such Disputed Collateral Obligation), then the Asset Current Price for such Collateral Obligation shall be the price (expressed as a percentage of par but excluding any accrued interest) set forth in such Firm Bid (and, in connection therewith, any calculation of the Aggregate Deficiency shall be revised to reflect such Firm Bid). The Borrower shall notify the Calculation Agent of each attempt by them to obtain a Firm Bid. (iv) Nothing in this Section shall relieve the Borrower o...
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Dispute Resolution, Etc. Dispute Resolution If Counterparty in good faith disputes the Asset Market Related Amounts of one or more Underlying Assets as determined by the Calculation Agent as of any Business Day and, accordingly, Counterparty wishes to dispute the calculation of a Margin Deficit or an Excess Cure Collateral Refund Amount (each, a “Dispute”), then for so long as such Dispute is continuing (and provided that no Event of Default, Monetary Default or Other Material Default with respect to Counterparty occurs or is then continuing), upon the request of Counterparty, GS and Counterparty will work together in good faith to resolve such Dispute, it being understood that Counterparty shall at all times during the pendency of each Dispute be required to comply with its obligations under Paragraph 4 of the Master Repurchase Agreement based upon the determinations of the Asset Market Related Amounts of the Underlying Assets as determined by the Calculation Agent. GS agrees that, if any Dispute continues unresolved for more than five Business Days, a “Dispute-Related Repurchase Right” shall be deemed to exist until the earlier to occur (if any) of (a) the resolution of such Dispute by the parties and (b) the occurrence of an Event of Default, a Monetary Default or an Other Material Default with respect to Counterparty. The provisions set forth in this Dispute Resolution section supersede all inconsistent provisions in the Master Repurchase Agreement.
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Dispute Resolution, Etc. If the Borrower in good faith and in writing (a “Dispute Notice”):
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Related to Dispute Resolution, Etc

  • Dispute Resolution (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of such request by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.