Expert Proceedings. For any decision referred to an expert under this Agreement, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Development Parties. The expert is not an arbitrator of the dispute and shall not be deemed to be acting in an arbitral capacity. The expert shall not (without the written consent of the Development Parties) be appointed to act as an arbitrator or as adviser to any Development Party arbitrated pursuant to Section 13.2, provided that nothing in this sentence shall preclude any Development Party from using the expert as a witness regarding the proper conduct of the expert procedure. The Development Party desiring an expert determination shall give the other Development Party written notice of the request for such determination. If the Development Parties are unable to agree upon an expert within ten (10) days after receipt of the notice of request for an expert determination, then, upon the request of any of the Development Parties, the AAA shall appoint such expert. The expert, once appointed, shall have no ex parte communications with the Development Parties concerning the expert determination or the underlying dispute. All communications between any Development Party and the expert shall be conducted in writing, with copies sent simultaneously to the other Development Party in the same manner, or at a meeting to which all Development Parties have been invited and of which such Development Parties have been provided at least five (5) Business Days notice. Within thirty (30) days after the expert’s acceptance of its appointment, the Development Parties shall provide the expert with a report containing their proposal for the resolution of the matter and the reasons therefor, accompanied by all relevant supporting information and data. Within sixty (60) days of receipt of the above-described materials and after receipt of additional information or data as may be required by the expert, the expert shall select the proposal which it finds more consistent with the terms of this Agreement. The expert may not propose alternate positions or award damages, interest or penalties to any Party with respect to any matter. The expert’s decision shall be final and binding on the Development Parties. Any Party that fails or refuses to honor the decision of an expert shall be in default under this Agreement.
Expert Proceedings. Immediately upon the Expert having been selected in accordance with Section 4.2, the Investors shall instruct the Expert to fix a date as soon as practicable when a hearing (the “Hearing”) shall be held to resolve how the Investors shall vote their shares of Common Stock in respect of the Voting Request and to settle the procedure and manner thereof. The Hearing shall be held at such venue as may be agreed upon by the Investors or, failing such agreement within three business days after the selection of the Expert in accordance with Section 4.2, at such venue in the state of Delaware determined by the Expert or as otherwise agreed by the Investors. The Hearing shall be held in accordance with the procedures determined appropriate by the Expert and it shall not be necessary to observe or carry out any formalities of procedure or strict rules of evidence. The Expert shall be entitled (a) to investigate or cause to be investigated any matter, fact or thing which is considered necessary or desirable by the Expert in determining how the Investors shall vote their shares of Common Stock in respect of the Voting Request and, for that purpose, shall have the widest powers of investigating all the books and records of any Investor and the right to take copies or make extracts therefrom and the right to have them produced and/or delivered at any reasonable place required by the Expert for the aforesaid purposes, (b) to interview and question under oath any of the Investors and/or their respective directors, managers or employees and (c) to determine how the Investors shall vote their shares of Common Stock in respect of the Voting Request according to what is considered by the Expert to be just and equitable in the circumstances. The Investors shall instruct the Expert to make such determination within five business days following the date of the Hearing or, if such timeframe is determined by the Expert to be impracticable, by the earliest date deemed practicable by the Expert. Such determination by the Expert shall be final and binding upon the Investors in the absence of manifest error, and shall be enforceable by any court of competent jurisdiction, and the Investors shall vote their shares of Common Stock (including by execution of a written consent, where applicable) in respect of such Voting Request in accordance with such determination. The fees and expenses related to any Hearing, including those of any Expert and any Investor Selected Expert, shall be borne...
Expert Proceedings. (a) With respect to disputes under subparagraph (x) above that are not resolved by the Chief Executive Officers of the Parties (or their designees) pursuant to Section 2.3.1, upon written request by either Party to the other Party, the Parties shall promptly negotiate in good faith to appoint a mutually acceptable disinterested, conflict-free individual not affiliated with either Party, with scientific, technical and regulatory experience with respect to the development of antibody-based products necessary to resolve such dispute (an "Expert"). If the Parties are not able to agree within five (5) days after the receipt by a Party of the written request in the immediately preceding sentence, the CPR Institute for Dispute Resolution shall be responsible for selecting an Expert within seven (7) days of being approached by a Party. The fees and costs of the Expert and the CPR Institute for Dispute Resolution shall be shared equally (50%) by the Parties.
Expert Proceedings. For any decision referred to an independent expert under Section 4.7(e), the Parties hereby agree that such decision shall be conducted expeditiously by an internationally recognized firm with such qualifications as needed for the specific dispute in question mutually agreed by the Parties or, alternatively, in connection with Section 11.4(b) below.
Expert Proceedings. 8.3.1 If the Seller and the Purchaser do not reach agreement within fifteen (15) days after receipt by the Purchaser of the Closing Statement Notice, then the matters in dispute may be referred (on the application of either the Seller or the Purchaser) for determination by (i) KPMG or, if that firm is unable or unwilling to act, (ii) by such other independent firm of chartered accountants of international standing as the Seller and the Purchaser shall agree or, failing agreement within fifteen (15) days of the Seller and the Purchaser or upon becoming aware of such other firm being unable or unwilling to act, (iii) by such other independent firm of chartered accountants of international standing appointed by the chairman of the management board of the Institute of Public Auditors in Germany (Vorsitzender des Vorstands des Instituts der Wirtschaftsprüfer in Deutschland e. V.) in Düsseldorf (the accounting firm so appointed pursuant to this Clause 8.3.1 (hereinafter the Independent Accountant). The Independent Accountant shall act as expert (Schiedsgutachter) and be requested to make its decision within thirty (30) days (or such later date as the Seller, the Purchaser and the Independent Accountant agree in writing) of confirmation and acknowledgement by the Independent Accountant of its appointment. The following provisions shall apply once the Independent Accountant has been appointed:
Expert Proceedings. 5.5.1 If and to the extent the Parties fail to reach agreement on the objections within the period of 30 (thirty) Business Days pursuant to section 5.4.2, the Parties shall, within 5 (five) Business Days, jointly appoint an expert (Schiedsgutachter) (hereinafter referred to as “Expert”).
Expert Proceedings. (a) For any resolution of an audit dispute under Section 8.5(f) (an “Audit Dispute”) or a determination of Fair Market Value (each, an “Expert Determination”), such Expert Determination shall be referred to an independent expert, and the parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Members or as provided pursuant Section 14.3(b) below. The fees and costs of the expert shall be paid by the Members in accordance with their respective Percentage Interests other than as set forth in Section 11.2(f). The expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity.
Expert Proceedings. 22 12.3.1 Qualifications. . . . . . . . . . . . . . . . . . . . . . . . 22 12.3.2 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 12.3.3 Time Frames . . . . . . . . . . . . . . . . . . . . . . . . . 23 12.3.4 Expert's Determination. . . . . . . . . . . . . . . . . . . . 23 12.3.5 Continuance of Agreement. . . . . . . . . . . . . . . . . . . 23 12.3.6 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . 23
Expert Proceedings. Notwithstanding the foregoing, any dispute arising out of or concerning Articles IV, V, VIII and IX hereof and any dispute which the Parties agree shall be settled by an expert, shall be exclusively and finally settled by a single expert unanimously selected by the Parties or, failing such a selection, appointed by the President of the International Court of Arbitration of the International Chamber of Commerce in accordance with the Rules for Expertise of the International Chamber of Commerce. Mobil and Valero shall provide the single expert with a proposal with terms addressing and resolving all unresolved issues (a "Proposal"). The single expert shall then choose one of the Proposals, and the new terms contained therein shall become final and binding upon the Parties.
Expert Proceedings. 7.6.1 Wenn und soweit sich die Parteien nicht gemäß Ziffer 7.5.3über den US-Widerspruch einigen, sind sowohl der Verkäufer 2 als auch der Käufer 2 berechtigt, den US-Widerspruch und alle streitigen Gegenstände bezüglich der US-Nettokasse bzw. der US-Nettofinanzverbindlichkeiten oder des US-Nettoumlaufvermögens an KPMG, München („US-Sachverständiger“) zu verweisen und der Verkäufer 2 einerseits und der Käufer 2 andererseits sind verpflichtet, den US-Sachverständigen gemeinsam zu beauftragen, als Schiedsgutachter die US-Nettokasse (bzw. die US-Nettofinanzverbindlichkeiten) und das US-Nettoumlaufvermögen zu ermitteln, soweit diese Positionen zwischen den Parteien streitig sind. Falls (i) der US-Sachverständige den Auftrag nicht annimmt und (ii) der Verkäufer 2 und der Käufer 2 sich nicht innerhalb von fünf (5) Bankarbeitstagen nach der Aufforderung durch eine Partei, einen neuen US-Sachverständigen zu bestellen, auf einen Ersatz einigen können, wird der US-Sachverständige vom Vorstand des Instituts der Wirtschaftsprüfer in Deutschland e.V. mit bindender Wirkung für alle Parteien ausgesucht. 7.6.1 If the Parties do not agree pursuant to Section 7.5.3 on the US Notice of Objection, both Seller 2 and Purchaser 2 shall be entitled to refer the US Notice of Objection and the items in dispute with respect to the US Net Cash or the US Net Debt, as the case may be, and the US Net Working Capital to KPMG, Munich (“US Expert”) and Seller 2 on the one hand and Purchaser 2 on the other hand shall be obliged to mutually engage the US Expert to act as an arbiter to determine the US Net Cash (and the US Net Debt, as the case may be) and the US Net Working Capital, if and to the extent such positions are in dispute between the Parties. If (i) the US Expert does not accept the engagement and (ii) Seller 2 and Purchaser 2 are unable to agree on a replacement within five (5) Business Days after either Party has requested from the other Party to agree on such replacement, the US Expert shall be selected by the Chairman of the German Institute for Certified Public Accounts with binding effect on all Parties.
