Common use of Escalation Clause in Contracts

Escalation. (a) The Parties hereto agree to use commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between them or any of their respective Subsidiaries with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, any Party hereto involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto at a senior level of management of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are unable to resolve the dispute within 30 business days after the date of the Escalation Notice, any Party hereto will have the right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3. (c) The Parties may, by mutual consent, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.3. (d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a Party in any subsequent Action.

Appears in 3 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Marathon Petroleum Corp), Separation and Distribution Agreement (Marathon Petroleum Corp)

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Escalation. (a) The Parties hereto agree to use commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between them or any of their respective Subsidiaries with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, any Party hereto involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto at a senior level of management of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties are unable to resolve the dispute within 30 business days after the date of the Escalation Notice, any Party hereto will have the right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.312.03. (c) The Parties may, by mutual consent, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.312.03. (d) The Parties agree that all discussions, discussions and negotiations and other information exchanged between the Parties during the foregoing proceedings will be inadmissible as evidence and without prejudice to the legal position of a Party in any subsequent Action.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Ralcorp Holdings Inc /Mo), Separation and Distribution Agreement (Post Holdings, Inc.), Separation and Distribution Agreement (Post Holdings, Inc.)

Escalation. (a) Except as otherwise provided below, the following procedures will be followed in any and all legal controversies or disputes arising out of or related to this Agreement (“Disputes”), which the parties cannot informally resolve at an operational level. The Parties hereto agree to use commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between them or any of their respective Subsidiaries with respect to aggrieved Party will notify the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance other Party in writing of the foregoing, any Party hereto involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives nature of the Dispute with reasonable specificity. Representatives for the respective Parties hereto at a senior level of management of the Parties hereto will meet (telephonically or if the Parties hereto agree, of the appropriate strategic business unit or division in person) within each Party). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim fourteen (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b14) If the Parties are unable to resolve the dispute within 30 business days after the date of the Escalation Noticewritten notification of the Dispute to seek to reach an agreement on the Dispute and corrective action(s) to be taken by the respective Parties. If the representatives are unable to agree on corrective action, any senior managers of the Parties having authority to resolve the Dispute (“Management”) will meet or otherwise act to facilitate an agreement within fourteen (14) business days after the date of the written report from the representatives. If Management cannot resolve the Dispute or agree upon a written plan of corrective action within seven (7) days after their initial meeting, or if the agreed-upon completion dates in the written plan of corrective action are exceeded, either Party hereto may exercise their individual rights under law or in equity. Except as otherwise specifically in this section, neither Party will have initiate litigation unless and until this Dispute resolution procedure has been employed or waived. Each Party agrees that it will continue to meet its obligations under the right terms and conditions of this Agreement, except to begin arbitration the extent otherwise provided in Section 7 (Term of Agreement and submit an Arbitration Demand Notice in accordance with Section 12.3. (c) The Parties may, Default). Any and all time periods set forth above may be extended by mutual consentconsent of the Parties. The content of any and all discussions, select a mediator to aid the Parties negotiations, agreements, and/or disclosures made during this Dispute resolution process set forth in their discussions this section will be Confidential Information and negotiations. Any opinion expressed by any as such mediator shall be strictly advisory and shall will not be binding on released to the Partiespublic, nor shall any opinion expressed by any such mediator will it be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by court proceeding that a party or the Parties, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite parties may initiate pursuant to a demand for arbitration under Section 12.3this section. (db) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice Notwithstanding anything to the legal contrary, nothing in this section will prevent or delay either Party from exercising its right to terminate in accordance with this Agreement and each Party is authorized to institute formal proceedings at any time to: (i) avoid the expiration of any applicable limitations period, (ii) obtain equitable relief, (iii) preserve a superior position of with respect to other creditors, (iv) resolve a Party in any subsequent Actionparty’s rights with respect to intellectual property, Confidential Information, or compliance, or (v) obtain injunctive relief.

Appears in 2 contracts

Samples: Software as a Service Agreement, Software as a Service Agreement

Escalation. (a) The Parties hereto agree It is the intent of the parties to use commercially their respective reasonable best efforts to resolve expeditiously any dispute, controversy or claim between or among them or any of their respective Subsidiaries with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, any Party hereto party involved in a dispute, controversy or claim may (but shall not be required to) deliver a notice (an “Escalation Notice”) demanding an in-in person meeting involving representatives of the Parties hereto parties at a senior level of management of the Parties hereto parties (or if the Parties hereto parties agree, of the appropriate strategic business unit or division within each Partysuch entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officerofficer or official, of each Party party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use commercially their reasonable best efforts to meet within 30 days of the Escalation Notice. Neither the decision not to deliver any Escalation Notice nor the failure of the parties to meet or to resolve any dispute, controversy or claim within such 30 day period shall limit any other right of any party hereunder, including any right to demand mediation and arbitration. (b) If At any time and in any event at least 45 days prior to the Parties are unable to resolve the dispute within 30 business days after the date delivery of the Escalation Notice, any Party hereto will have the right to begin arbitration and submit an Arbitration Demand Notice pursuant to Section 8.3, either party may deliver a notice to the other party requesting mediation of any dispute, controversy or claim that may arise out of or relate to, or arise under or in accordance connection with Section 12.3. any Covered Matter (c) The Parties maya “Mediation Notice”). In such event, by mutual consent, select the parties shall retain a mediator to aid the Parties parties in their discussions and negotiationsnegotiations by informally providing advice to the parties. The mediator may be chosen from a list of mediators candidates previously selected by the parties or by other agreement of the parties. In the event that the parties are unable to agree on a mediator within 15 days after delivery of a Mediation Notice, either party may request that JAMS appoint an independent mediator from the JAMS panel of neutrals located in New York, NY. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in promptly scheduling the mediation proceedings. Any opinion expressed by any such the mediator shall be strictly advisory and shall not be binding on the Partiesparties, nor shall any opinion expressed by any such the mediator be admissible in any arbitration proceedings. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, subject to protections afforded to compromise discussions under Federal Rule of Evidence 408 and applicable state and local law corollaries, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the dispute is not resolved within 30 days of delivery of a Mediation Notice (or such later date as the parties may mutually agree in writing), the administration of the arbitration, if any, may proceed forthwith. The mediation may continue, if all the parties so agree, after the appointment of the arbitrator. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending. Costs of any the mediation shall be borne equally by the Partiesparties involved in the matter, except that each Party party shall be responsible for its own attorneys’ fees, costs and expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.3. (d) The Parties agree that all discussions, negotiations 8.3 and other information exchanged between the Parties during the foregoing proceedings will no such demand may be without prejudice made until at least 45 days after delivery of a Mediation Notice with respect to the legal position of a Party in any subsequent Actionapplicable matter.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Teradata Corp /De/), Separation and Distribution Agreement (Teradata Corp /De/)

Escalation. (a) The Parties hereto agree to use commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between them or any of their respective Subsidiaries with respect Where the matter has not been actioned to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance Customers reasonable satisfaction within ten (10) Business Days of the foregoingLevel 3 escalation, any Party hereto involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto at a senior level of management of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts escalate to meet within 30 days of the Escalation Notice. final escalation point (bthe Managing Director) If (Xxxx.Xxxxxx@xxxx.xxx)); In the event the matter has not been resolved to either Party’s satisfaction, the Parties are unable shall act in accordance with the dispute resolution provisions set out below. In the event the Party’s representatives fail to resolve the dispute; either Party (by giving notice in writing to the other), may enter into an alternative dispute within 30 business days after resolution procedure with the date assistance of the Escalation Notice, any Party hereto will have the right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3. (c) The Parties may, by mutual consent, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally agreed by the Parties, or in default of such agreement within seven (7) days of receipt of such request, appointed at the request of either Party by the UK Centre for Dispute Resolution (CEDR) or such other similar body as is agreed. FORCE MAJEURE Neither Party will be liable, except that each as specified in this clause 15.1, for any failure to perform, delay in performing or imperfect performance of any obligation under this Agreement, except for failure to pay the Charges. If either Party is affected by the restrictions imposed by government controls, as a direct result of a pandemic, it shall promptly notify in writing, the other Party of the nature of the effect, the nature of any actual or anticipated failure, delay or imperfect performance and the anticipated consequence and length of such failure, delay or imperfect performance. For the avoidance of doubt, where a Party places the other on notice pursuant to this clause, the other Party shall be responsible for its own expensesnot unreasonably withhold or delay the acceptance of the notice. Mediation is not a prerequisite SUSPENSION OF SERVICE Kerv reserves the right to a demand for arbitration under Section 12.3. (d) The Parties agree that all discussions, negotiations and other information exchanged between suspend the Parties during the foregoing proceedings will be Services without prejudice liability to the legal position Customer with immediate effect upon notice to the Customer in the event that: Kerv reasonably believes or has cause to believe that the Services are being used in an unauthorised or illegal manner; the Customer is in material breach of a Party in any subsequent Actionof its obligations under this Agreement; any regulatory authority requires Kerv to suspend the Services; continues use of the Services provides any security risk whether related to the Service provided by Kerv or to any third-party rights; the Customer fails to make payment within thirty (30) days of the due date for such payment, provided always that Kerv has notified the Customer that such payment is overdue; or to carry out emergency maintenance.

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement

Escalation. (a) The Parties hereto agree to use commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between them or any of their respective Subsidiaries or Affiliates with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, prior to commencing any arbitration, any Party hereto involved in a dispute, controversy or claim may shall deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto at a senior Senior Vice President level of management of the Parties hereto or higher (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party), in all cases a member of senior management not directly involved in the dispute. A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts to meet within 30 days Upon receipt of the Escalation Notice, the Parties through their respective representatives shall meet telephonically or in person to discuss in good faith the issues of the dispute. (b) If the Parties are unable to resolve the dispute within 30 business days after the date of the Escalation Notice, any Party hereto will have the right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3. (c) The Parties may, by mutual consent, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.3. (d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a any Party in any subsequent Action.

Appears in 2 contracts

Samples: Master Separation Agreement, Master Separation Agreement (Sara Lee Corp)

Escalation. (ai) The It is the intent of the Parties hereto agree to use commercially their respective reasonable best efforts to resolve expeditiously any dispute, controversy or claim between or among them or any of their respective Subsidiaries with respect to the matters covered hereby by this Section 7.11 that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, any Party hereto involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto at a senior level of management of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit function or division within each Party)such entity) who have not previously been directly engaged in asserting or responding to the dispute. A copy of any such Escalation Notice shall be given delivered addressed to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by agreement of the Parties from time to time; provided, however, that the Parties shall use commercially their reasonable best efforts to meet within 30 20 days of the Escalation Notice. (bii) If the Parties are unable to resolve the dispute within 30 business days after the date Following delivery of the an Escalation Notice, any Party hereto will have the right Parties shall undertake good faith, diligent efforts to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3. (c) negotiate a commercially reasonable resolution of the dispute, controversy or claim. The Parties may, by mutual consent, select retain a mediator to aid the Parties in their discussions and negotiationsnegotiations by informally providing advice to Parties. Any opinion expressed by any such the mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such the mediator be admissible in any arbitration proceedings. The mediator may be chosen from a list of mediators previously selected by the Parties or by other agreement of the Parties. Costs of any the mediation shall be borne equally by the PartiesParties involved in the matter, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration an Arbitration Demand Notice under Section 12.37.11(c). (d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a Party in any subsequent Action.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CEGP Acquisition, LLC), Purchase and Sale Agreement (Central Energy Partners Lp)

Escalation. (a) The Parties hereto agree It is the intent of the parties to use commercially their respective reasonable best efforts expeditiously to resolve expeditiously on a mutually acceptable negotiated basis any dispute, controversy controversy, or claim between or among them or any of their respective Subsidiaries with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basisby this Article VI. In furtherance of the foregoing, any Party hereto party involved in a dispute, controversy controversy, or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto parties at a senior level of management of the Parties hereto (or or, if the Parties hereto parties agree, of the appropriate strategic business unit function or division within each Party)such entity) who have not previously been directly engaged in asserting or responding to the dispute. A copy of any such Escalation Notice shall be given delivered addressed to the General Counsel, or like officerchief legal officer or official, of each Party party involved in the dispute, controversy controversy, or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location location, or procedures for such discussions or negotiations between the Parties parties may be established by agreement of the Parties parties from time to time; provided, however, that the Parties parties shall use commercially their reasonable best efforts to meet within 30 60 days of the Escalation Notice. (b) If the Parties are unable to resolve the dispute within 30 business days after the date Following delivery of the an Escalation Notice, any Party hereto will have the right parties shall undertake good faith, diligent efforts to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3. (c) negotiate a commercially reasonable resolution of the dispute, controversy, or claim. The Parties parties may, by mutual consent, select retain a mediator to aid the Parties parties in their discussions and negotiationsnegotiations by informally providing advice to the parties. Any opinion expressed by any such the mediator shall be strictly advisory and shall not be binding on the Partiesparties, nor shall any opinion expressed by any such the mediator be admissible in any arbitration proceedings. The mediator may be chosen from a list of mediators previously selected by the parties or by other agreement of the parties. Costs of any the mediation shall be borne equally by the Partiesparties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration an Arbitration Demand Notice under Section 12.36.3. (d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a Party in any subsequent Action.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Lone Pine Resources Inc.), Separation and Distribution Agreement (Lone Pine Resources Inc.)

Escalation. (a) The Any dispute between the Parties hereto agree relating to use commercially reasonable efforts to resolve expeditiously the Agreement, including any dispute, controversy deadlock or claim between them or any of their respective Subsidiaries disagreement with respect to the matters covered hereby taking of any action that is the subject of a Shareholder Supermajority Issue or Board Supermajority Issue (a “Supermajority Issue”) may, subject to Clause 8.7 and if the remedies contained therein do not reasonably resolve the issues at stake, be submitted by any Party in writing to a panel of four consisting of two (2) senior executives each of both the Shareholders (the “Shareholders Committee”), who shall promptly meet and confer in an effort to resolve such dispute. Each Party shall designate such executives within five (5) Business Days after receipt of an appropriate notice in writing from the other Party. Each Party’s designees to the Shareholders Committee shall be identified by notice to the other Party and may arise from be changed at any time thereafter also by notice to time on a mutually acceptable negotiated basisthe other. In furtherance the event the Shareholders Committee cannot resolve such dispute within fifteen (15) calendar days, such dispute shall be escalated to the respective CEO’s of QIA and NYSE Euronext (the “Shareholder CEO’s”) for resolution. Both the Shareholders Committee and Shareholders CEO’s shall have the right, but not the obligation, to choose to commission a non-binding mediator, at the Company’s expense, to assist them in reaching a decision. Any decisions of the foregoing, any Party hereto involved in a dispute, controversy Shareholders Committee or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto at a senior level of management of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice Shareholder CEO’s pursuant to this Agreement)Clause 16.2 will be final and binding on the Parties. Any agenda, location or procedures for such discussions or negotiations between In the Parties may be established by event the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If the Parties Shareholder CEO’s are unable to resolve the any dispute within 30 business seven (7) calendar days after submission to them (the date “Shareholder CEO Resolution Period”), then either Party may then refer such dispute to arbitration in accordance with Clause 16.3; provided that, to the extent such dispute relates to a deadlock or disagreement with respect to the taking of any action that is the Escalation Noticesubject of a Supermajority Issue, any Party hereto will QIA shall have the right (exercisable in its sole discretion), in lieu of arbitration, to begin arbitration elect by written notice (the “Minority Protection Buy-Out Right Notice”) delivered to NYSE Euronext within thirty (30) calendar days of the expiration of the Shareholder CEO Resolution Period, to trigger the Buy-Out Right and, immediately following and, from and submit an Arbitration Demand Notice in accordance with Section 12.3after, delivery of such Minority Protection Buy-Out Right Notice, to take such action over the objection of NYSE Euronext (and/or the NYSE Nominees, as applicable). (c) The Parties may, by mutual consent, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.3. (d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a Party in any subsequent Action.

Appears in 1 contract

Samples: Shareholders Agreement (NYSE Euronext)

Escalation. If, following receipt of notice of breach from the other party pursuant to Section 7.2, the Breaching Party disputes reasonably and in good faith whether it has materially breached such obligations (aa “Good Faith Dispute”), the Breaching Party may give the other party (the “Non-Breaching Party”) The Parties hereto agree written notice of such Good Faith Dispute and of the Breaching Party’s intention to use commercially reasonable efforts invoke the Escalation Procedures described in this Section 7.3 (a “Good Faith Dispute Notice”). Within seven (7) days of receipt of such Good Faith Dispute Notice, the parties’ Relationship Managers shall meet and work together in good faith to resolve expeditiously any dispute, controversy or claim between them or any the Good Faith Dispute. In the event that the Relationship Managers have not resolved such Good Faith Dispute within seven (7) days of their respective Subsidiaries with respect first meeting, the Relationship Managers shall escalate the issue to the matters covered hereby that may arise Executive Steering Committee. The Executive Steering Committee shall work together in good faith to resolve such Good Faith Dispute as soon as reasonably practicable and, in any event, within fourteen (14) days following notice of escalation from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, any Party hereto involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto at a senior level of management of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to timeRelationship Managers; provided, however, that any Executive Steering Committee member or Relationship Manager may immediately escalate a Good Faith Dispute to the Parties shall use commercially reasonable efforts CEOs (or, at the CEOs’ option, their respective designees at the senior vice president level or above) of each party at any time during such fourteen (14) day period and, if so [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to meet within 30 days omitted portions. escalated, the CEOs (or such designees) of the Escalation Notice. (b) If the Parties are unable parties shall work together in good faith to resolve such Good Faith Dispute prior to the dispute within 30 business days after end of such fourteen (14) day period (the date “Escalation Procedure”). During the pendency of such Escalation Procedure, the Escalation Notice, any Cure Period shall be tolled and the Non-Breaching Party hereto will shall not have the right to begin arbitration enforce any Additional Remedies until the Escalation Procedure has been completed and submit an Arbitration Demand Notice in accordance with Section 12.3. the Cure Period (ctaking into consideration such tolling) The Parties mayhas expired. In the event that, by mutual consentfollowing completion of the Escalation Procedures and the expiration of the Cure Period, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on Good Faith Dispute at issue remains unresolved, the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Non-Breaching Party shall be responsible for may enforce its own expenses. Mediation is not a prerequisite to a demand for arbitration Additional Remedies under Section 12.37.2 and seek any other remedies available to it. (d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a Party in any subsequent Action.

Appears in 1 contract

Samples: License Agreement (Yahoo Inc)

Escalation. (a) The Parties hereto agree to use commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between them or any of their respective Subsidiaries with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, prior to commencing any arbitration, any Party hereto involved in a dispute, controversy or claim may shall deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto at a senior Senior Vice President level of management of the Parties hereto or higher (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party), in all cases a member of senior management not directly involved in the dispute. A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts to meet within 30 days Upon receipt of the Escalation Notice, the Parties through their respective representatives shall meet telephonically or in person to discuss in good faith the issues of the dispute. (b) If the Parties are unable to resolve the dispute within 30 business days after the date of the Escalation Notice, any Party hereto will have the right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3. (c) The Parties may, by mutual consent, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.3. (d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a any Party in any subsequent Action.

Appears in 1 contract

Samples: Master Separation Agreement (D.E Master Blenders 1753 B.V.)

Escalation. Xxxxxxx and PLC (aand/or PLC Parent) The Parties hereto agree to use commercially reasonable efforts will attempt in good faith to resolve expeditiously any dispute, claim or controversy arising out of or claim relating to this Agreement (the “Dispute”) promptly by negotiations between them or any executives who have authority to settle the controversy and who are at a higher level of their respective Subsidiaries management than the persons with respect to direct responsibility for the matters covered hereby that administration of this Agreement. Either Party may arise from time to time on a mutually acceptable negotiated basis. In furtherance of give the foregoingother Party, any Party hereto involved in a dispute, controversy or claim may deliver a written notice (an the “Escalation Notice”) demanding an in-person meeting involving representatives of any Dispute not resolved in the normal course of business. Within 15 days after delivery of the Parties hereto at a senior level of management Escalation Notice, the Party in receipt of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party). A copy of any such Escalation Notice shall be given submit to the General Counsel, or like officer, other a written response. The Escalation Notice and the response thereto shall include (a) a statement of each Party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that Party involved in and of any other person who will accompany the disputeexecutive. Within 30 days after delivery of the Escalation Notice, controversy or claim (which copy the executives of both Parties shall state that it is an Escalation Notice meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. All reasonable requests for information made by one Party to the other will be honored. All negotiations pursuant to this Agreement)clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. Any agenda, location or procedures The Parties shall attempt to resolve any Dispute pursuant to the procedure set forth in this Section 10.4 for such discussions or negotiations between a period up to 60 days from the Parties may be established by date of delivery of the Parties from time Escalation Notice before resorting to timeother available remedies; provided, however, that the Parties nothing contained in this Section 10.4 shall prevent any Party from resorting to judicial process if injunctive or other equitable relief from a court is necessary to prevent serious and irreparable injury to it or to others. The use commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If procedure set forth in this Section 10.4 will not be construed under the Parties are unable doctrine of laches, waiver or estoppel to resolve the dispute within 30 business days after the date of the Escalation Notice, affect adversely any Party hereto will have the Party’s right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3assert any claim or defense. (c) The Parties may, by mutual consent, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.3. (d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a Party in any subsequent Action.

Appears in 1 contract

Samples: Contribution, Development and Manufacturing Agreement (PLC Systems Inc)

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Escalation. (a) The Parties hereto agree It is the intent of the parties to use commercially their respective reasonable best efforts to resolve expeditiously any dispute, controversy or claim between or among them or any of their respective Subsidiaries with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, at the request of either party from time to time in a written notice to the other party, the parties agree to negotiate in good faith to resolve any Party hereto controversies, claims or disputes under this Agreement or an Other Agreement. If the parties cannot otherwise resolve the matter under consideration, then any party involved in such a dispute, controversy or claim may deliver a notice (an "Escalation Notice") demanding an in-person meeting involving representatives of the Parties hereto at Chief Executive Officers (each, a senior level "CEO") of management of the Parties hereto (or if the Parties hereto agreeMonsanto and Chemicals who shall meet with respect to such matters, of the appropriate strategic business unit or division within and who shall thereafter negotiate in good faith with each Party). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts to meet within 30 days of the Escalation Noticeother. (b) If At any time, the Parties are unable to resolve the dispute within 30 business days after the date of the Escalation Notice, any Party hereto will have the right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3. (c) The Parties parties may, by mutual consent, select retain a mediator to aid the Parties parties in their discussions and negotiationsnegotiations by informally providing advice to the parties. Any opinion expressed by any such the mediator shall be strictly advisory and shall not be binding on the Partiesparties, nor shall any opinion expressed by any such the mediator be admissible or be made known to the arbitrator in any arbitration proceedings. The mediator may be chosen from a list of mediators previously selected by the parties or by other agreement of the parties. Costs of any the mediation shall be borne equally by the Partiesparties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.37.03. (dc) The Parties agree that all discussionsAt any time after the delivery of the Escalation Notice, negotiations a party (the "Offeror") may serve upon the other party (the "Offeree") an offer to settle the dispute upon the payment or receipt of a specified sum (the "Offer of Settlement"). If the Offer of Settlement is not accepted within thirty days of receipt of such Offer or within such other longer period of time as may be specified in the Offer of Settlement, if the Offeror made its CEO available for a meeting or discussion and other information exchanged between if the Parties during the foregoing proceedings will be without prejudice award or judgment finally obtained is not more favorable to the legal position Offeree than the Offer of Settlement, the Offeree must pay the costs, including reasonable attorney's fees, incurred by the Offeror after the making of the Offer of Settlement. The fact that an Offer of Settlement is made and not accepted shall not preclude a Party subsequent offer by either party. The Offer of Settlement shall be designated as such and copies of the Offer of Settlement shall be given to the General Counsel and Chief Executive Officer of each party involved in the dispute. The parties agree to keep confidential and not to disclose to the arbitrator the fact or the amount of any subsequent ActionOffer of Settlement made.

Appears in 1 contract

Samples: Distribution Agreement (Monsanto Co)

Escalation. In the event the Parties are unable to informally and expeditiously resolve any dispute that arises under this Agreement, the Parties shall adhere to the following procedure: 15.1.1 Either Party may notify the other Party in writing of a formal dispute, including details of such dispute (ae.g., a description of how the performance of the other Party is deficient). The employees of the Parties who have overall responsibility for the Parties’ performance under this Agreement (the “Project Executives”) shall meet in person or by telephone within seven days of the date of the written notice of the dispute in order to reach an agreement resolving such dispute (including as to any corrective action required to be taken by either Party). The Parties hereto agree to use commercially reasonable Project Executives shall memorialize the nature of the dispute and their efforts to resolve expeditiously it (including any dispute, controversy or claim between them or any of their respective Subsidiaries with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, any Party hereto involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto at a senior level of management of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Partyagreed resolution). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) 15.1.2 If the Parties Project Executives are unable to resolve the dispute (including agreeing on a written plan of any necessary corrective action) within 30 five (5) Business Days, or if a Party fails to complete any corrective action by the agreed upon completion date therefor, the Project Executives shall immediately refer such dispute to the managers to whom they report (“Management Representatives”). The Parties’ Management Representatives shall meet in person or by telephone within seven days of the date of such referral in order to reach an agreement resolving such dispute (including as to any corrective action required to be taken by either Party). The Parties’ Management Representatives shall memorialize the nature of the dispute and their efforts to resolve it (including any agreed resolution). 15.1.3 If the Parties’ Management Representatives are unable to resolve the dispute (including agreeing upon a written plan of any necessary corrective action) within five (5) Business Days, or if a Party fail to complete any corrective action by the agreed upon completion date therefor, the Management Representatives shall immediately refer the dispute to an “Executive Review Committee” comprising two (2) appropriate high level executives of each Party. 15.1.4 If the Executive Review Committee is unable to resolve the dispute (including agreeing upon a written plan of any necessary corrective action within five (5) Business Days, or if a Party fails to complete any necessary corrective action by the agreed upon completion date therefor, either Party may, immediately thereafter take action to enforce its rights under this Agreement, including the termination of this Agreement for breach when so permitted by its terms. Except as otherwise specifically provided in this Agreement, neither Party shall terminate this Agreement for breach or initiate legal action unless and until such Party has followed the dispute resolution procedure set forth in this Section 16 (or the other Party has waived adherence to such procedure in writing). 15.1.5 As of the Effective Date, the following individuals shall serve as the Project Executives and Management Representatives for purposes of dispute resolution: Company Preferred Provider Project Executive Shingo Masumitsu, WCS Manager Toshihide Muneyuki, Director, Project Office Management Representatives Xxxxxx Xxx, President Xxxxxxx Xxxxxxxx, Director Tomofumi Sekiyama, Vice President, Business Operations Each Party may, at any time, change its Project Executive or Management by notifying the other Party of such change. Exhibit 1.1(d)1 to the Stock Purchase Agreement These Terms of Business Transfer (“Terms of Business Transfer”) describe the principal terms and conditions of the purchase by Newco from Seller of certain assets and assumption of certain Liabilities relating to the business days after which is carried on by Seller as of the date of the Escalation NoticeLLC Business Transfer Agreement (defined below) using the Transferred Assets (defined below) and the Transferred Liabilities(defined below) (“Transferred Business”). These terms and conditions are to be incorporated, any Party hereto will substantially in the form set forth below, in a definitive agreement (to be called a “LLC Business Transfer Agreement”). The LLC Business Transfer Agreement shall be entered into between Seller and Newco substantially concurrently with the Closing. Unless otherwise defined in these Terms of Business Transfer, capitalized terms used in these Terms of Business Transfer have the right meaning given to begin arbitration and submit an Arbitration Demand Notice them in accordance with Section 12.3Article 1 of the certain Stock Purchase Agreement dated ■ (“SPA”). (c) The Parties may, by mutual consent, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.3. (d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a Party in any subsequent Action.

Appears in 1 contract

Samples: Stock Purchase Agreement (Internet Initiative Japan Inc)

Escalation. If, following receipt of notice of breach from the other party pursuant to Section 7.2, the Breaching Party disputes reasonably and in good faith whether it has materially breached such obligations (aa “Good Faith Dispute”), the Breaching Party may give the other party (the “Non-Breaching Party”) The Parties hereto agree written notice of such Good Faith Dispute and of the Breaching Party’s intention to use commercially reasonable efforts invoke the Escalation Procedures described in this Section 7.3 (a “Good Faith Dispute Notice”). Within seven (7) days of receipt of such Good Faith Dispute Notice, the parties’ Relationship Managers shall meet and work together in good faith to resolve expeditiously any dispute, controversy or claim between them or any the Good Faith Dispute. In the event that the Relationship Managers have not resolved such Good Faith Dispute within seven (7) days of their respective Subsidiaries with respect first meeting, the Relationship Managers shall escalate the issue to the matters covered hereby that may arise Executive Steering Committee. The Executive Steering Committee shall work together in good faith to resolve such Good Faith Dispute as soon as reasonably practicable and, in any event, within fourteen (14) days following notice of escalation from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, any Party hereto involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties hereto at a senior level of management of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, of each Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to timeRelationship Managers; provided, however, that any Executive Steering Committee member or Relationship Manager may immediately escalate a Good Faith Dispute to the Parties shall use commercially reasonable efforts to meet within 30 days CEOs (or, at the CEOs’ option, their respective designees at the senior vice president level or above) of each party at any time during such fourteen (14) day period and, if so escalated, the CEOs (or such designees) of the Escalation Notice. (b) If the Parties are unable parties shall work together in good faith to resolve such Good Faith Dispute prior to the dispute within 30 business days after end of such fourteen (14) day period (the date “Escalation Procedure”). During the pendency of such Escalation Procedure, the Escalation Notice, any Cure Period shall be tolled and the Non-Breaching Party hereto will shall not have the right to begin arbitration enforce any Additional Remedies until the Escalation Procedure has been completed and submit an Arbitration Demand Notice in accordance with Section 12.3. the Cure Period (ctaking into consideration such tolling) The Parties mayhas expired. In the event that, by mutual consentfollowing completion of the Escalation Procedures and the expiration of the Cure Period, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on Good Faith Dispute at issue remains unresolved, the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Non-Breaching Party shall be responsible for may enforce its own expenses. Mediation is not a prerequisite to a demand for arbitration Additional Remedies under Section 12.37.2 and seek any other remedies available to it. (d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a Party in any subsequent Action.

Appears in 1 contract

Samples: License Agreement

Escalation. (a) The If such good faith negotiations do not resolve the Dispute, then the matter (an “Escalated Dispute”), upon written request of either Company, will be referred for resolution to representatives of the Parties hereto agree at a senior level of management of the Parties pursuant to the procedures set forth in Section 13.02(b) below. (b) CBS and Radio will use commercially reasonable efforts to resolve expeditiously any dispute, controversy or claim between them or any of their respective Subsidiaries with respect to the matters covered hereby that may arise from time to time Escalated Dispute on a mutually acceptable negotiated basis. In furtherance of the foregoing, any Party hereto member of the Radio Group or the CBS Group involved in a dispute, controversy or claim an Escalated Dispute may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of between the Parties hereto at a senior level of management of the Parties hereto General Counsels (or other designated senior-level management representative) of each of CBS and Radio (or, if the Parties hereto CBS and Radio agree, of the appropriate strategic business unit or division within each Partysuch entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, Counsel of each Party involved in the dispute, controversy or claim CBS and of Radio (which copy shall state that it is an Escalation Notice pursuant to this AgreementSection 13.02). Any agenda, location or procedures for such discussions or negotiations between the Parties CBS and Radio may be established by the Parties CBS and Radio from time to time; provided, however, that the Parties representatives of CBS and Radio shall use commercially their reasonable efforts to meet within 30 thirty (30) days of the delivery of Escalation NoticeNotice (or such shorter time as is necessary to avoid immediate irreparable injury). (bc) If the Parties General Counsel (or other designated senior-level management representatives) of CBS and Radio are unable not able to resolve the dispute Escalated Dispute within 30 business thirty (30) days after the date of receipt of the Escalation NoticeNotice (or such shorter time as is necessary to avoid immediate irreparable injury), any Party hereto will have then the right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3. (c) The Parties may, by mutual consent, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator Escalated Dispute shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite submitted to a demand for arbitration under Section 12.3committee consisting of one independent director of CBS and one independent director of Radio. (d) If CBS and Radio are not able to resolve the Escalated Dispute through the processes set forth in paragraphs (b) and (c) of this Section 13.02 within sixty (60) days after the date of receipt of the Escalation Notice (or such shorter time as is necessary to avoid immediate irreparable injury), such Escalated Dispute shall be determined, at the request of either CBS or Radio, by arbitration, which shall be conducted (i) by three (3) arbitrators, consisting of one arbitrator appointed by CBS, one arbitrator appointed by Radio and a third arbitrator appointed by the two (2) arbitrators appointed by CBS and Radio and (ii) in accordance with the Commercial Rules of the American Arbitration Association (except with respect to the selection of arbitrators) in effect at the time of filing of the demand for arbitration. Any request for arbitration pursuant to this paragraph (d) may be made only after the Party requesting arbitration obtains the prior approval of its board of directors to make such request. (e) The Parties agree that all decision of the arbitrators shall be final and binding upon the Parties, and the expense of the arbitration (including the award of attorneys’ fees to the prevailing Party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. The seat of the arbitration shall be New York, New York. (f) The existence of, and any discussions, negotiations negotiations, arbitrations or other proceedings relating to, any Escalated Dispute shall be considered by each Party as Confidential Information until such time as a judgment thereon is sought in a court of competent jurisdiction. (g) Notwithstanding anything contained in this Agreement to the contrary, no member of the Radio Group and no member of the CBS Group shall have the right to institute judicial proceedings against the other information exchanged between Party or any Person acting by, through or under such other Party, in order to enforce the Parties instituting Party’s rights hereunder, except that any such member shall be permitted to seek an injunction in aid of arbitration with respect to an Escalated Dispute to preserve the status quo during the foregoing pendency of any arbitration proceeding pursuant to paragraph (d) of this Section 13.02. All judicial proceedings will arising out of or relating to this Agreement shall be without prejudice to the legal position of a Party heard and determined exclusively in any subsequent ActionNew York state or federal court sitting in the Borough of Manhattan in New York, New York.

Appears in 1 contract

Samples: Tax Matters Agreement (CBS Radio Inc.)

Escalation. (a) The Parties hereto agree It is the intent of the parties to use commercially their respective reasonable best efforts to resolve expeditiously any dispute, controversy or claim between or among them or any of their respective Subsidiaries with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, at the request of either party from time to time in a written notice to the other party, the parties agree to negotiate in good faith to resolve any Party hereto controversies, claims or disputes under this Agreement or an Other Agreement. If the parties cannot otherwise resolve the matter under consideration, then any party involved in such a dispute, controversy or claim may deliver a notice (an "Escalation Notice") demanding an in-person meeting involving representatives of the Parties hereto Chief Executive Officers (each, a "CEO") of Monsanto and Chemicals who shall meet with respect to such matters, and who shall thereafter negotiate in good faith with each other. Each party shall deliver, at the same time the Escalation Notice is delivered pursuant to the preceding sentence, a senior level of management of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, Counsel of each Party other party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties parties from time to time; provided, however, that the Parties parties shall use commercially their reasonable efforts to meet within 30 days of the delivery of the Escalation Notice. (b) If At any time, the Parties are unable to resolve the dispute within 30 business days after the date of the Escalation Notice, any Party hereto will have the right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3. (c) The Parties parties may, by mutual consent, select retain a mediator to aid the Parties parties in their discussions and negotiationsnegotiations by informally providing advice to the parties. Any opinion expressed by any such the mediator shall be strictly advisory and shall not be binding on the Partiesparties, nor shall any opinion expressed by any such the mediator be admissible or be made known to the arbitrator in any arbitration proceedings. The mediator may be chosen from a list of mediators previously selected by the parties or by other agreement of the parties. Costs of any the mediation shall be borne equally by the Partiesparties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.37.03. (dc) The Parties agree that all discussionsAt any time after the delivery of the Escalation Notice, negotiations a party (the "Offeror") may serve upon the other party (the "Offeree") an offer to settle the dispute upon the payment or receipt of a specified sum (the "Offer of Settlement"). If the Offer of Settlement is not accepted within thirty days of receipt of such Offer or within such other longer period of time as may be specified in the Offer of Settlement, if the Offeror made its CEO available for a meeting or discussion and other information exchanged between if the Parties during the foregoing proceedings will be without prejudice award or judgment finally obtained is not more favorable to the legal position Offeree than the Offer of Settlement, the Offeree must pay the costs, including reasonable attorney's fees, incurred by the Offeror after the making of the Offer of Settlement. The fact that an Offer of Settlement is made and not accepted shall not preclude a Party subsequent offer by either party. The Offer of Settlement shall be designated as such and copies of the Offer of Settlement shall be given to the General Counsel and Chief Executive Officer of each party involved in the dispute. The parties agree to keep confidential and not to disclose to the arbitrator the fact or the amount of any subsequent ActionOffer of Settlement made.

Appears in 1 contract

Samples: Distribution Agreement (Queeny Chemical Co)

Escalation. Xxxxxxx and PLC (aand/or PLC Parent) The Parties hereto agree to use commercially reasonable efforts will attempt in good faith to resolve expeditiously any dispute, claim or controversy arising out of or claim relating to this Agreement (the “Dispute”) promptly by negotiations between them or any executives who have authority to settle the controversy and who are at a higher level of their respective Subsidiaries management than the persons with respect to direct responsibility for the matters covered hereby that administration of this Agreement. Either Party may arise from time to time on a mutually acceptable negotiated basis. In furtherance of give the foregoingother Party, any Party hereto involved in a dispute, controversy or claim may deliver a written notice (an the “Escalation Notice”) demanding an in-person meeting involving representatives of any Dispute not resolved in the normal course of business. Within 15 days after delivery of the Parties hereto at a senior level of management Escalation Notice, the Party in receipt of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party). A copy of any such Escalation Notice shall be given submit to the General Counsel, or like officer, other a written response. The Escalation Notice and the response thereto shall include (a) a statement of each Party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that Party involved in and of any other person who will accompany the disputeexecutive. Within 30 days after delivery of the Escalation Notice, controversy or claim (which copy the executives of both Parties shall state that it is an Escalation Notice meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. All reasonable requests for information made by one Party to the other will be honored. All negotiations pursuant to this Agreement)clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. Any agenda, location or procedures The Parties shall attempt to resolve any Dispute pursuant to the procedure set forth in this Section 11.4 for such discussions or negotiations between a period up to 60 days from the Parties may be established by date of delivery of the Parties from time Escalation Notice before resorting to timeother available remedies; provided, however, that the Parties nothing contained in this Section 11.4 shall prevent any Party from resorting to judicial process if injunctive or other equitable relief from a court is necessary to prevent serious and irreparable injury to it or to others. The use commercially reasonable efforts to meet within 30 days of the Escalation Notice. (b) If procedure set forth in this Section 11.4 will not be construed under the Parties are unable doctrine of laches, waiver or estoppel to resolve the dispute within 30 business days after the date of the Escalation Notice, affect adversely any Party hereto will have the Party’s right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3assert any claim or defense. (c) The Parties may, by mutual consent, select a mediator to aid the Parties in their discussions and negotiations. Any opinion expressed by any such mediator shall be strictly advisory and shall not be binding on the Parties, nor shall any opinion expressed by any such mediator be admissible in any arbitration proceedings. Costs of any mediation shall be borne equally by the Parties, except that each Party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.3. (d) The Parties agree that all discussions, negotiations and other information exchanged between the Parties during the foregoing proceedings will be without prejudice to the legal position of a Party in any subsequent Action.

Appears in 1 contract

Samples: Distribution Agreement (PLC Systems Inc)

Escalation. (a) The Parties hereto agree It is the intent of the parties to use commercially their respective reasonable best efforts to resolve expeditiously any dispute, controversy or claim between or among them or any of their respective Subsidiaries with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, at the request of either party from time to time in a written notice to the other party, the parties agree to negotiate in good faith to resolve any Party hereto controversies, claims or disputes under this Agreement or an Other Agreement. If the parties cannot otherwise resolve the matter under consideration, then any party involved in such a dispute, controversy or claim may deliver a notice (an "Escalation Notice") demanding an in-person meeting involving representatives of the Parties hereto Chief Executive Officers (each, a "CEO") of Monsanto and Chemicals who shall meet with respect to such matters, and who shall thereafter negotiate in good faith with each other. Each party shall deliver, at the same time the Escalation Notice is delivered pursuant to the preceding sentence, a senior level of management of the Parties hereto (or if the Parties hereto agree, of the appropriate strategic business unit or division within each Party). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer, Counsel of each Party other party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties parties may be established by the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts to meet within 30 days of the Escalation Notice.be (b) If At any time, the Parties are unable to resolve the dispute within 30 business days after the date of the Escalation Notice, any Party hereto will have the right to begin arbitration and submit an Arbitration Demand Notice in accordance with Section 12.3. (c) The Parties parties may, by mutual consent, select retain a mediator to aid the Parties parties in their discussions and negotiationsnegotiations by informally providing advice to the parties. Any opinion expressed by any such the mediator shall be strictly advisory and shall not be binding on the Partiesparties, nor shall any opinion expressed by any such the mediator be admissible or be made known to the arbitrator in any arbitration proceedings. The mediator may be chosen from a list of mediators previously selected by the parties or by other agreement of the parties. Costs of any the mediation shall be borne equally by the Partiesparties involved in the matter, except that each Party party shall be responsible for its own expenses. Mediation is not a prerequisite to a demand for arbitration under Section 12.37.03. (dc) The Parties agree that all discussionsAt any time after the delivery of the Escalation Notice, negotiations a party (the "Offeror") may serve upon the other party (the "Offeree") an offer to settle the dispute upon the payment or receipt of a specified sum (the "Offer of Settlement"). If the Offer of Settlement is not accepted within thirty days of receipt of such Offer or within such other longer period of time as may be specified in the Offer of Settlement, if the Offeror made its CEO available for a meeting or discussion and other information exchanged between if the Parties during the foregoing proceedings will be without prejudice award or judgment finally obtained is not more favorable to the legal position Offeree than the Offer of Settlement, the Offeree must pay the costs, including reasonable attorney's fees, incurred by the Offeror after the making of the Offer of Settlement. The fact that an Offer of Settlement is made and not accepted shall not preclude a Party subsequent offer by either party. The Offer of Settlement shall be designated as such and copies of the Offer of Settlement shall be given to the General Counsel and Chief Executive Officer of each party involved in the dispute. The parties agree to keep confidential and not to disclose to the arbitrator the fact or the amount of any subsequent ActionOffer of Settlement made.

Appears in 1 contract

Samples: Distribution Agreement (Solutia Inc)

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