Disputes and Deadlocks Sample Clauses

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.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Disputes and Deadlocks. 21. TERM; TERMINATION; DISTRIBUTIONS ON TERMINATION 21.1 Term 21.2 Termination 21.3 Dissolution and Liquidation
Sample 1Sample 2
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the Members or the Representatives, as applicable, does not receive the required vote to approve such matter and is not withdrawn from consideration by the Member or the Representative(s) submitting such matter to a vote upon the failure to receive such approval (a “Company Deadlock”),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:
Sample 1Sample 2
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). For the avoidance of doubt, if the Board shall not have adopted a new Roll...
Sample 1
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).
Sample 1
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...
Sample 1

Related to Disputes and Deadlocks

  • Disputes and Arbitration Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof which has not been resolved by the Parties within the time frames specified herein (or where no time frames are specified, within 15 days of the delivery of written notice by either Party of such dispute, controversy or claim) shall be referred to the chief executive officer of each of Banro and the Purchaser for prompt resolution. Any such dispute, controversy or claim which cannot be resolved by the chief executive officers within 15 days after it has been so referred to them hereunder, including the determination of the scope or applicability of this Agreement to arbitrate, shall be settled by binding arbitration in accordance with the rules for arbitration set out in Schedule F. The determination of such arbitrator shall be final and binding upon the Parties and there shall be no appeals from any determination of the arbitrator. Judgment on the award may be entered in any court having jurisdiction. This Section 13.1 shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Parties covenant and agree that they shall conduct all aspects of such arbitration having regard at all times to expediting the final resolution of such arbitration.

  • Disputes; Arbitration (a) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration at Primex's corporate headquarters 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; provided, however, that the Executive shall be entitled to seek specific performance of the Executive's right to be paid during the pendency of any dispute or controversy arising under or in connection with this Agreement.

  • Settlement of Disputes; Arbitration 14.1 All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board 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 shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive's claim has been denied.

  • 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 In the event of any dispute with respect to any payment hereunder, Producer shall make timely payment of all undisputed amounts, and Gatherer and Producer will use good faith efforts to resolve the disputed amounts within 60 Days following the original due date. Any amounts subsequently resolved shall be due and payable within ten Days of such resolution.

  • Disputes and Litigation There is no suit, action, litigation, ------------------------- proceeding, investigation, claim, complaint, or accusation pending, threatened against or affecting KINA OLE or any of its properties, assets or business or to which KINA OLE is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect KINA OLE or any of its properties, assets or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting KINA OLE or any of its properties, assets or business. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of KINA OLE or any such person's heirs, executors or administrators as against KINA OLE.

  • Governing Law Disputes Arbitration (a) This Agreement is governed by and is to be construed, administered and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof. If under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, ordinance or principle of law, such portion shall be deemed to be modified or altered to the extent necessary to conform thereto or, if that is not possible, to be omitted from this Agreement; and the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion hereof.

  • Disputes Subject to Arbitration Any claim, dispute or controversy arising out of this Agreement (other than claims relating to misuse or misappropriation of the intellectual property of the Company), the interpretation, validity or enforceability of this Agreement or the alleged breach thereof shall be submitted by the parties to binding arbitration by a sole arbitrator under the rules of the American Arbitration Association; provided, however, that (a) the arbitrator shall have no authority to make any ruling or judgment that would confer any rights with respect to the trade secrets, confidential and proprietary information or other intellectual property of the Company upon the Executive or any third party; and (b) this arbitration provision shall not preclude the Company from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of the Company’s intellectual property. Judgment may be entered on the award of the arbitrator in any court having jurisdiction.

  • Arbitrable Claims Except as otherwise specified below, all actions, disputes, claims and controversies under common law, statutory law or in equity of any type or nature whatsoever (including, without limitation, all torts, whether regarding negligence, breach of fiduciary duty, restraint of trade, fraud, conversion, duress, interference, wrongful replevin, wrongful sequestration, fraud in the inducement, usury or any other tort, all contract actions, whether regarding express or implied terms, such as implied covenants of good faith, fair dealing, and the commercial reasonableness of any Collateral disposition, or any other contract claim, all claims of deceptive trade practices or lender liability, and all claims questioning the reasonableness or lawfulness of any act), whether arising before or after the date of this Agreement, and whether directly or indirectly relating to: (a) this Agreement and/or any amendments and addenda hereto, or the breach, invalidity or termination hereof; (b) any previous or subsequent agreement between DFS and Dealer; (c) any act committed by DFS or by any parent company, subsidiary or affiliated company of DFS (the "DFS Companies"), or by any employee, agent, officer or director of a DFS Company whether or not arising within the scope and course of employment or other contractual representation of the DFS Companies provided that such act arises under a relationship, transaction or dealing between DFS and Dealer; and/or (d) any other relationship, transaction or dealing between DFS and Dealer (collectively the "Disputes"), will be subject to and resolved by binding arbitration.

Time is Money Join Law Insider Premium to draft better contracts faster.