Audit Dispute In the event of a dispute with respect to any audit, Caribou and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The decision of the Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party shall pay the additional amounts, with interest from the date originally due, or the auditing Party shall reimburse the excess payments, as applicable.
Settlement of Dispute Any disputes under the Agreement shall be settled at first through friendly consultation between the parties hereto. In case no settlement can be reached through consultation, each party shall have the right to submit such disputes to China International Economic and Trade Arbitration Commission in Beijing. The Place of arbitration is Beijing. The arbitration award shall be final and binding on both parties.
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.
Dispute Notice Each COD Model (and the Initial COD Purchase Price Adjustment reflected therein) will be final, conclusive and binding on the Parties and Seller Parent unless the Seller reasonably determines in good faith that the Buyer failed to calculate the Initial COD Purchase Price Adjustment in accordance with this Agreement and provides a Dispute Notice to the Buyer no later than the twentieth (20th) Business Day after the payment of the applicable Initial COD Purchase Price Adjustment (for clarity, the right to deliver a Dispute Notice shall not arise until the payment of the applicable Initial COD Purchase Price Adjustment has occurred); provided that, during such period, the Buyer will afford the Seller and its Representatives reasonable access to the work papers and other books and records of the applicable Group Companies and any accountants, experts, consultants or financial advisers retained by such Group Companies for purposes of assisting the Seller and its Representatives in its review of the such COD Model, in each case, with such access to be in accordance with applicable confidentiality obligations of Buyer or the Group Companies and effected in a manner designed to not unreasonably interfere with the normal business operations of the Buyer and the Group Companies; provided further that such twenty (20) Business Day period will be automatically extended by the lesser of (x) the number of days between receipt of the request for such reasonably access and the date such access is provided and (y) ten (10) Business Days. Any Dispute Notice must set forth in reasonable detail (A) any item on such COD Model that the Seller reasonably believes in good faith has not been prepared in accordance with this Agreement and its calculation of the correct amount of such item, (B) the Seller’s resulting calculation of the COD Purchase Price Adjustment for such Project, in each case of clauses (A) and (B), together with reasonable supporting information, including the work papers and other books and records of the Seller and its Affiliates and any accountants, experts, consultants or financial advisers retained by the Seller or its Affiliates for purposes preparing such alternative calculations, and (C) the amount by which, based on such calculation and with respect to the Initial COD Purchase Price Adjustment, (1) the Buyer underpaid or (2) the Seller Parties overpaid. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the Parties and Seller Parent upon delivery to the Buyer of the Dispute Notice, or such later date as determined in accordance with this Section 2.07(b) if the Buyer does not provide reasonable access as required pursuant to this Section 2.07(b).
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.
Litigation; Disputes There are no Actions pending or, to the knowledge of Hanger or the Purchaser, threatened, against or affecting Hanger or the Purchaser which challenge the validity of this Agreement, or which if adversely determined, would materially adversely affect their ability to consummate the transactions contemplated by this Agreement or to perform their respective covenants and agreements under this Agreement.
RESOLVED That the legal opinion delivered pursuant to the partnership agreement of the partnership as described in the proxy statement under "The Mergers -- Legal Opinion for Limited Partners," in form and substance as set forth in Exhibit A to these merger proposals, be and hereby is approved as in form and substance satisfactory to the limited partners of such partnership in their reasonable judgment. EXHIBIT A TO APPENDIX D OPINION OF [OPINION SHOULD BE SUBSTANTIALLY TO THE FOLLOWING EFFECT] Pioneer Natural Resources USA, Inc., As Sole or Managing General Partner of 25 Publicly-Held Limited Partnerships Named in the Proxy Statement dated , 1999 1400 Williams Square West 5205 North O'Connor Blvd. Irving, Texas 75039 We are of the opinion that neither the grant nor the exercise of the right to amend each of the partnership agreements allowing each partnership to merge with and into Pioneer Natural Resources USA, Inc. will result in the loss of limited liability of any limited partner or result in any of the partnerships being treated as an association taxable as a corporation for federal income tax purposes. APPENDIX E FORM OF AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated , 1999, to be effective as of the Closing Date (as defined below) (the "MERGER AGREEMENT"), is entered into by and among Pioneer Natural Resources Company, a Delaware corporation ("PIONEER"), Pioneer Natural Resources USA, Inc., a Delaware corporation and wholly-owned subsidiary of Pioneer ("PIONEER USA"), and each of the limited partnerships referred to below (the "PARTNERSHIPS").
Disputed Amounts If Customer disputes any charge or amount on any invoice and such dispute cannot be resolved promptly through good faith discussions between the parties, Customer shall pay the amounts due under this Agreement less the disputed amount, and the parties shall diligently proceed to resolve such disputed amount. An amount will be considered disputed in good faith if (i) Customer delivers a written statement to M&I on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by Customer, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from Customer that are not in dispute have been paid in accordance with the terms of this Agreement.
Dispute Settlement 8.1 With regards to any dispute in relation to the interpretation or implementation of this Agreement, the Parties shall negotiate friendly to settle the dispute. In case no settlement can be reached through consultation, each Party can submit such matter to China International Economic and Trade Arbitration Committee for arbitration according to the current effective arbitration rules. The arbitration shall be held in Beijing. The arbitration proceedings shall be conducted in Chinese. The arbitration award shall be final and binding on the Parties.
