Dispute Resolution Regarding REIT Compliance Sample Clauses

Dispute Resolution Regarding REIT Compliance. Notwithstanding anything to the contrary set forth in Sections 9.4, 9.11 or elsewhere in this Agreement, any dispute over whether an activity of the Company or the TRS SUB is in violation of Section 5.5 shall be determined in the sole and absolute discretion of CWI, provided that any additional out-of-pocket expenses to the Company resulting therefrom will be borne by CWI.
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Dispute Resolution Regarding REIT Compliance. Any dispute over whether an activity of the Partnership or the Fee Owner is in violation of Section 14.1 shall be determined in the reasonable judgment of TRT LLC. The Managing Partner shall cooperate with any adversely affected Partner in connection with any proposed transaction and, on behalf of the Partnership, shall take all commercially reasonable measures to satisfy a Partner’s concerns and alleviate any adverse consequences to such member resulting therefrom.
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Dispute Resolution Regarding REIT Compliance. Any dispute over whether an activity of the Partnership or the Subsidiary is in violation of Section 14.2 shall be determined in the reasonable judgment of TRT after first having consulted with DDR Parent and its tax advisor. Prior to taking any action to remedy any action TRT believes to be in violation of Section 14.2, TRT shall at TRT's cost and expense first obtain a written opinion of counsel acceptable to the Executive Committee that such action is necessary in order to avoid an adverse effect upon the status of TRT Parent as a REIT by reason of its ownership interest in the Partnership or to avoid TRT Parent incurring any taxes under Section 857 or 4981 of the Code by reason of TRT Parent's ownership interest in the Partnership. In addition to the foregoing, any action that TRT proposes to take to remedy any violation of Section 14.2 shall be taken to the minimum extent necessary to prevent TRT Parent from failing to qualify as a REIT by reason of its ownership interest in the Partnership or to avoid TRT Parent incurring any taxes under Section 857 or 4981 of the Code by reason of TRT Parent's ownership interest in the Partnership.
Sample 1
Dispute Resolution Regarding REIT Compliance. Notwithstanding anything to the contrary in this Agreement, any dispute over whether an activity of the Company is in violation of Section 2.10 shall be determined in the sole and absolute discretion of the Non-Managing Member.
Sample 1
Dispute Resolution Regarding REIT Compliance. Notwithstanding anything to the contrary set forth in Section 9.13 or elsewhere in this Agreement, any dispute over whether an activity of the Company or the Subsidiaries is in violation of Section 5.5 shall be determined in the sole and absolute discretion of CW Member, provided that any additional out-of-pocket expenses to the Company resulting therefrom will be borne by CW Member.
Sample 1

Related to Dispute Resolution Regarding REIT Compliance

  • Dispute Resolution Procedures (a) In the event a dispute arises about the interpretation, application, calculation of Loss, or calculation of payments or otherwise with respect to this Single Family Shared-Loss Agreement (“SF Shared-Loss Dispute Item”), then the Receiver and the Assuming Institution shall make every attempt in good faith to resolve such items within sixty (60) days following the receipt of a written description of the SF Shared-Loss Dispute Item, with notification of the possibility of taking the matter to arbitration (the date on which such 60-day period expires, or any extension of such period as the parties hereto may mutually agree to in writing, herein called the “Resolution Deadline Date”). If the Receiver and the Assuming Institution resolve all such items to their mutual satisfaction by the Resolution Deadline Date, then within thirty (30) days following such resolution, any payment due as a result of such resolution shall be made arising from the settlement of the SF Shared-Loss Dispute.

  • Dispute Resolution; Governing Law Any litigation or other dispute resolution between You and Apple arising out of or relating to this Agreement, the Apple Software, or Your relationship with Apple will take place in the Northern District of California, and You and Apple hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, except that body of California law concerning conflicts of law. Notwithstanding the foregoing:

  • Dispute Resolutions Parties agree to arbitration of dispute in Houston, Texas, USA.

  • Governing Law; Dispute Resolution This Agreement shall be subject to the provisions of Sections 9(a), 9(c), and 9(h) of the Employment Agreement.

  • Dispute Resolution Procedure 21.1 All disputes or grievances arising between the Parties shall as far as practical be resolved at the workplace level through consultation. Accordingly the following procedure must be followed:

  • Dispute Resolution and Governing Law 31.1. In the event that a determination of the Expert is sought under this Agreement:

  • Third Party Dispute Resolution The Consulting Firm shall (i) consider only the items that are then disputed by the parties, (ii) shall be bound by the terms of the Agreement and (iii) shall only make a determination of such disputed matters in favor of the proposal made by the Purchasers or the Sellers (as may be presented by each party to the Consulting Firm in writing, which shall be shared with the other party) and shall not make an independent proposal. The Consulting Firm shall prepare a written determination of any disputed matters and deliver the determination to the Purchasers and the Sellers within fifteen (15) Business Days after the date the Consulting Firm is engaged. Each party shall cooperate fully with the Consulting Firm, including by using reasonable best efforts to provide the information, data and work papers to the extent permitted by applicable Law, so as to enable the Consulting Firm to make a determination of the disputed items as quickly as practicable. The Corrective Action Plan shall be finalized in accordance with the Consulting Firm’s determination of the disputed matters.

  • Applicable Law; Dispute Resolution i. This Agreement, and all claims, disputes or disagreements arising out of or connected with this Agreement, its validity or any breach thereof, shall be governed by the laws in effect in the State of Texas (excluding conflicts of laws provisions), and to the extent applicable to maritime issues, the maritime laws of the United States (excluding conflict of laws provisions).

  • Exclusive Dispute Resolution Mechanism The Parties agree that the procedures set forth in this Article 12 shall be the exclusive mechanism for resolving any dispute, controversy, or claim (collectively, “Disputes”) between the Parties that may arise from time to time pursuant to this Agreement relating to any Party’s rights and/or obligations hereunder that cannot be resolved through good faith negotiation between the Parties.

  • Litigation and Compliance There is no action, suit, investigation, litigation or proceeding against such Legal Entity pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

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