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.
(b) Within fifteen (15) days after the designation of the Expert, the Parties shall each simultaneously submit to the Expert and one another a written statement of their respective positions on such disagreement. Each Party shall have five (5) days from receipt of the other Party's submission to submit a written response thereto, which shall include any scientific and technical information in support thereof. The Expert shall have the right to meet with the Parties, either alone or together, as necessary to make a determination.
(c) No later than thirty (30) days after the designation of the Expert, the Expert shall make a determination by selecting the resolution proposed by one of the Parties that as a whole is the most fair and reasonable to the Parties in light of the totality of the circumstances and shall provide the Parties with a written statement setting forth the basis of the determination in connection therewith. The decision of the Expert shall be final and conclusive, absent manifest error.
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”).
5.5.2 The Expert shall be instructed, in respect of the issues in dispute between the Parties, to review whether the Preliminary Q4 Financial Statements and/or the Preliminary Effective Date Accounts have been prepared in compliance with the provisions of sections 3.1, 3.2, 5.1 and 5.2 above and shall be instructed to prepare at his equitable discretion (nach billigem Ermessen) a written expert opinion regarding the contentious matters that shall be final and binding upon the Parties within 30 (thirty) Business Days of the date of his appointment. The results of such expert opinion shall be deemed incorporated in the Preliminary Q4 Financial Statements and/or the Preliminary Effective Date Accounts. The Preliminary Q4 Financial Statements and the Preliminary Effective Date Accounts as amended shall become final and binding upon the Parties for the purpose of the calculation of the Purchase Price.
5.5.3 If the Parties fail to reach an agreement on the appointment of the Expert within the period of 5 (five) Business Days pursuant to section 5.5.1 above, the Expert shall, upon the application of either Party, be appointed by the chairman of the managing board of the Institute of Auditors (Xxxxxxxx des Vorstands des Instituts der Wirtschaftsprüfer e.V.), Düsseldorf.
5.5.4 Any costs and expenses incurred by the Expert and in connection with the expert proceedings shall be borne by the Sellers on the one hand and the Purchaser on the other hand as determined by the Expert in accordance with the principles set forth in sections 91 et seq. ZPO. This shall also apply with respect to the reasonable costs of advisers incurred by the Sellers or the Purchaser.
Expert Proceedings. 25 12.3.1 Qualifications. . . . . . . . . . . . . . . . . . . . . . . . 25 12.3.2 Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 12.3.3 Time Frames . . . . . . . . . . . . . . . . . . . . . . . . . 25 12.3.4 Expert's Determination. . . . . . . . . . . . . . . . . . . . 26 12.3.5 Continuance of Agreement. . . . . . . . . . . . . . . . . . . 26 12.3.6 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . 26
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. (a) For any determination of Fair Market Value, any Member may request that such determination be referred to an independent expert in accordance with this Section 12.4. The Members shall use commercially reasonable efforts to cause any expert determination under this Section 12.4 to be made as expeditiously as reasonably practicable. The fees and costs of the expert shall be borne by the Member requesting such Fair Market Value determination; provided, that for any Fair Market Value determination conducted pursuant to this Section 12.4, the fees and costs of the expert shall be borne equally by the Members involved in such determination. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. This Section 12.4 shall be the exclusive resolution procedure for any determination of Fair Market Value under this Agreement.
(b) The Fair Market Value of the Equity Interests of any Segment Subsidiary determined by mutual agreement of the Managing Members or determined in accordance with this Section 12.4 shall be conclusively deemed the Fair Market Value of such Equity Interests for any issuances during the period commencing immediately following the date of such determination and ending on the last day of the 12th full calendar month thereafter; provided, however, that the Fair Market Value of the Equity Interests of such Segment Subsidiary as so determined shall be adjusted to reflect any distribution or material acquisition or disposition, in each case, that occurs after the date of the Fair Market Value determination and prior to the date of issuance of new Equity Interests, as follows: (i) increased by the total amounts paid by the Segment Subsidiary (or its Subsidiaries) to acquire any material assets or Equity Interests; and (ii) decreased by the total amounts paid to such Segment Subsidiary (or its Subsidiaries) for the sale of any material assets. Notwithstanding anything to the contrary in this Section 12.4(b), (A) if the aggregate proceeds from the issuance of Equity Interests after the date of such determination based on such Fair Market Value will exceed $500 million, in one or more issuances within the same 90-day period, either Managing Member may request a new determination of Fair Market Value prior to the issuance of any additional Equity Interests; and (B) the Managing Member of a Segment may, at any time, make a new determination of Fair Market Value for any Segment Subsidiary in the Segment it manages.
(c)...
Expert Proceedings. 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.
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.
Expert Proceedings. For any determination of an Audit Dispute or Fair Market Value, the Parties hereby agree that such decision shall be conducted expeditiously by (i) a certified public accounting firm internationally recognized (in case of Audit Dispute) or (ii) an internationally recognized investment banking firm (in case of determination of the Fair Market Value), mutually agreed by the Parties involved in the Audit Dispute or in the determination of the Fair Market Value. The expert is not an arbitrator of the Dispute and shall not be deemed to be acting in an arbitral capacity.
