Disputes and Deadlocks Sample Clauses

Disputes and Deadlocks. In the event (a) of a dispute, controversy, or claim between the Members under or in any manner related to this Agreement other than a Company Deadlock (a “Company Dispute”), or (b) that any matter that is submitted to a vote by the Members or the Board, after good faith discussion and negotiation among the Members or the Representatives, as applicable, does not receive the required vote to approve such matter and is not withdrawn from consideration by the Member or the Representative(s) submitting such matter to a vote upon the failure to receive such approval (a “Company Deadlock”), the Members shall meet and work together in good faith and use commercially reasonable efforts to expeditiously resolve the Company Dispute or the Company Deadlock internally by reference to their respective senior management promptly following written notice given by either Member to the other Member; provided, however, that the foregoing requirement to use commercially reasonable efforts shall not apply to any Company Dispute or Company Deadlock over matters relating to the adoption or amendment of an Annual Business Plan or a Rolling Business Plan. If the Members are unable to internally resolve the Company Dispute or the Company Deadlock within thirty (30) calendar days after such notice, then at anytime thereafter: In the event of any Company Dispute, each Party shall be entitled to exercise any and all rights and remedies available to such Party under law, in equity or otherwise, subject to the terms of Sections 23.12, 23.13, 23.14 and 23.15. In the event of a Company Deadlock the matter shall be deemed not approved and withdrawn from consideration (it being understood that with respect to Section 5.13.18, such in-kind contribution shall not be made) and the Company shall continue operating in the ordinary course of business. In the event of a Company Deadlock with respect to an Annual Business Plan pursuant to Section 5.13.1, the Company shall continue operating under the Rolling Business Plan most recently approved by the Board. If, after the date that is sixty (60) months following the Effective Date, upon the expiration of the then current Rolling Business Plan, the Board shall not have adopted a new Annual Business Plan for the following Fiscal Year or a new Rolling Business Plan to commence the following Fiscal Year, this Agreement shall be deemed terminated (as provided in Section 21.2.5).
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Disputes and Deadlocks. The Parties will endeavor in good faith to promptly and reasonably settle any dispute or disagreement arising out of or relating to the activities contemplated under this Agreement, including but not limited to the items set forth in this Section 3.6 (each, a “Dispute”). A Dispute may include any claim or disagreement with respect to activities conducted under, either Party’s obligations under, good faith exercise of its rights of, or receipt of benefits under, this Agreement. A Dispute may also include any deadlock scenario where the Go-To-Market Steering and Product Development Committee or cannot come to a resolution.
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Disputes and Deadlocks. Any Dispute between the Parties, or Deadlock of a JSC, shall be subject to the procedures set forth below. For the avoidance of doubt, except with respect to a Protected Action, a Deadlock may not occur under this Section 3.3 as to a particular Research and Development Program or Commercialization Program once a Majority Party obtains a Unilateral Right to Approve as to such program(s). 3.3.1 The representatives to the JSC will negotiate in good faith to attempt to resolve the Dispute or Deadlock for a period of not more than thirty (30) days after a representative of one Party to such committee provides written notice to a representative of the other Party that he or she believes a Dispute or Deadlock has arisen (unless such representatives agree to extend such thirty (30) day period). 3.3.2 If the Dispute or Deadlock is not resolved after the period specified in Section 3.3.1, then the representatives shall promptly present the Dispute or Deadlock in writing to the Chief Executive Officers of EVP and MethylGene or a designee of each such Chief Executive Officer reasonably acceptable to the other Party. 3.3.3 Such executives shall meet or discuss in a telephone or video conference each of EVP’s and MethylGene’s views and explain the basis for the Dispute or Deadlock. If the executives cannot resolve the disagreement within thirty (30) days after it was presented to them in writing by the JSC (or such longer period as the executives may agree to), then the dispute shall be subject to the procedures set forth in Article XVI hereof.
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Disputes and Deadlocks. In the event that a decision of the Quarterly Committee relating to amount of Minimum Revenue Thresholds, the Annual Revenues, the CRM Amount, the Adjustment Payment, whether a Service Contract should be treated as a QM Contract for the purposes of this Agreement or any figures required for the calculation of the foregoing, can not be reached due to a deadlock of votes or for the Quarterly Committee having failed to meet at least twice for lack of quorum, the dispute or matter shall be referred to the Director de Recursos Globales of the Recipient and the Chief Executive Officer of the Provider, who shall discuss and negotiate the matter and/or issue in good faith with a view to finding a resolution. If no resolution of the matter and/or issue has been reached within a period of 15 Business Days, the Recipient and the Provider shall appoint by mutual agreement a Partner of an auditing firm of well-known standing acting as an independent expert (the “Expert”). Failing agreement between the Parties on the appointment of the Expert within the period of 3 Business Days, commencing on the end of the aforementioned period of 15 Business Days, either Party may ask a reputable Public Notary qualified in England or Spain of its choice to appoint by lot an expert from a list provided by the parties. In order to form such list, each Party shall nominate two experts who shall be Partners of an international firm of accountants which is not otherwise precluded from acting in such capacity and shall be admitted to practice as auditors in the country where the dispute refers to or, if the dispute refers to several jurisdictions, in Spain. If the Provider and the Recipient are unable to agree on the terms of the appointment of the Expert within five Business Days of receipt of the engagement terms from the Expert, the terms of the Expert’s appointment proposed by the Expert shall apply. The Expert shall be instructed to submit his/her report on the matter and/or issues in dispute within 30 days from the date of referral. The Expert shall act as an expert and not as an arbitrator. The Expert will make his/her determination on the matter/issue referred to him/her in an objective, impartial manner based on inquiry, investigation and other procedures as the Expert, in his/her sole discretion, may deem necessary, but in all cases consistent with the terms of this Agreement. The Expert’s decision on the matter/issue shall be final and binding on the Parties. The costs of the Ex...
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Disputes and Deadlocks. TERM; TERMINATION; DISTRIBUTIONS ON TERMINATION 21.1 Term 21.2 Termination 21.3 Dissolution and Liquidation
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Disputes and Deadlocks. TERM; TERMINATION; DISTRIBUTIONS ON TERMINATION
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Related to Disputes and Deadlocks

  • Disputes and Arbitration Any dispute concerning a question of fact arising under this contract shall be disposed of by good faith negotiation between duly authorized representatives of the District, the Office of the State Auditor, and the Firm. Such a resolution shall be reduced to writing and a copy thereof mailed or furnished to the Firm and shall be final and conclusive.

  • Disputes; Arbitration (a) If a dispute arises between the parties, the parties agree that their respective representatives shall meet and consult in good faith and attempt to settle the dispute, within thirty (30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth herein. Notwithstanding any other provision of this Agreement to the contrary, the parties hereto agree that any and all disputes with respect to any claim pursuant to the provisions of this Agreement, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a panel of three (3) arbitrators appointed pursuant to such Rules, and judgment upon the award rendered by such arbitrators may be entered in any court having jurisdiction. Such arbitrators shall not have the authority or power to reform, alter, amend or modify any of the terms or conditions of this Agreement or to enter an award which reforms, alters, amends or modifies such terms or conditions. Notwithstanding the forgoing, the arbitrators shall have no authority to award any punitive damages except upon proof of fraud with intent to deceive. The decision of such arbitrators shall be in writing, setting forth both findings of fact and conclusions of law, and shall be final and conclusive upon the parties; and no suit at law or in equity based on such dispute, controversy or claim shall be instituted by any party hereto, other than to enforce the award of such arbitrators. Such arbitration shall be conducted in Denver, Colorado or in such other location as the parties thereto may agree. (b) In the event of a dispute, the prevailing party shall be entitled to be reimbursed by the non-prevailing party or parties for such prevailing party's reasonable attorney's fees and other expenses. (c) The parties agree that as precondition to the commencement of arbitration by any party, the dispute must be submitted to non-binding mediation with a mediator agreed to by both parties. If the parties cannot agree on a mediator within fourteen (14) days from the date of a request for mediation, the dispute will be mediated by a person selected in accordance with the rules of the American Arbitration Association.

  • Disputes and Claims Failure to file such a protest within the time specified shall constitute agreement on the part of the Contractor with the terms, conditions, amounts and adjustments or non- adjustment to the contract price and/or contract time set forth in the field order.

  • Disputes and Law I1 Governing Law and Jurisdiction

  • Settlement of Disputes; Arbitration All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board of Directors of the Company and shall be in writing. Any denial by the Board of Directors of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board of Directors shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim. Any further dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

  • Disputes, Etc Prompt written notice of (i) any claims, legal or arbitration proceedings, proceedings before any Governmental Authority, or disputes, or to the knowledge of the Borrower threatened, or affecting the Borrower, or any of its Subsidiaries which, if adversely determined, could reasonably be expected to cause a Material Adverse Change, or any material labor controversy of which the Borrower or any of its Subsidiaries has knowledge resulting in or reasonably considered to be likely to result in a strike against the Borrower or any of its Subsidiaries and (ii) any claim, judgment, Lien or other encumbrance (other than a Permitted Lien) affecting any Property of the Borrower or any Subsidiary if the value of the claim, judgment, Lien, or other encumbrance affecting such Property shall exceed $1,000,000;

  • Dispute In the event of any disagreement between the undersigned or the person or persons named in the instructions contained in this Agreement, or any other person, resulting in adverse claims and demands being made in connection with or for any papers, money or property involved herein, or affected hereby, the Escrow Agent shall be entitled to refuse to comply with any demand or claim, as long as such disagreement shall continue, and in so refusing to make any delivery or other disposition of any money, papers or property involved or affected hereby, the Escrow Agent shall not be or become liable to the undersigned or to any person named in such instructions for its refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to refuse and refrain to act until: (a) the rights of the adverse claimants shall have been fully and finally adjudicated in a Court assuming and having jurisdiction of the parties and money, papers and property involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement and the Escrow Agent shall have been notified thereof in writing, signed by all the interested parties.

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Disputes Procedure 12.1 If a dispute relating to a Script covered by this Agreement arises between a Writer and the BBC which cannot be settled by direct discussion then either party will have the right to refer the issue to a panel which shall consist of the Head of Talent & Rights Negotiation Group the relevant head of the production department and two of the Writer, the Writer’s representative or representative of the Society, the WGGB or the PMA, at the Writer’s election. This clause shall not however be invoked in a manner which might override any other clause in this Agreement or call into question the BBC’s reasonable and proper discretion to accept or reject a Script. 12.2 Any dispute regarding the interpretation of this Agreement or the interpretation of an individual contract between the BBC and a writer of a Script covered by this Agreement which cannot be resolved by discussion between the parties shall be referred to an Arbitration Committee consisting of two representatives of the BBC and any two of the Writer or Writer’s representative or representative of the Society, the Guild or the PMA as the case may be. Failing settlement it shall then be referred to a single Arbitrator mutually acceptable to both sides who shall determine the issue and whose decision shall be binding on both parties. 12.3 Clause 12.2 shall not apply to disputes arising under clause 12.1, 16.1 and 20-25.

  • Disputes and Litigation In the event of a dispute concerning the tenancy created by this agreement, TENANT agrees that whether or not the premises are being actively managed by an AGENT for the record OWNER, TENANT agrees to hold AGENT, its heirs, employees and assigns harmless and shall look solely to the record OWNER of the premises in the event of a legal dispute. INTEGRATION: This lease and exhibits and attachments, if any, set forth the entire agreement between LANDLORD and TENANT concerning the premises, and there are no covenants, promises, agreements, conditions, or understandings, oral or written between them other than those herein set forth. If any provision in this agreement is illegal, invalid or unenforceable, that provision shall be void but all other terms and conditions of the agreement shall be in effect. MODIFICATIONS: No subsequent alteration, amendment, change or addition to this lease shall be binding upon LANDLORD unless reduced to writing and signed by the parties. RADON GAS: State law requires the following notice to be given: "Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." ABANDONED PROPERTY: BY SIGNING THIS RENTAL AGREEMENT, THE TENANT AGREES THAT UPON SURRENDER, ABANDONMENT, OR RECOVERY OF POSSESSION OF THE DWELLING UNIT DUE TO THE DEATH OF THE LAST REMAINING TENANT, AS PROVIDED BY CHAPTER 83, FLORIDA STATUTES, THE LANDLORD SHALL NOT BE LIABLE OR RESPONSIBLE FOR STORAGE OR DISPOSITION OF THE TENANT'S PERSONAL PROPERTY. ADDITIONAL STIPULATIONS:

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