Milestone Disputes Sample Clauses

Milestone Disputes. In the event that the Representative believes in good faith that a Milestone has been achieved, it shall notify Parent in writing of such belief and provide Parent with a corresponding Milestone Spreadsheet and evidence of justification that such Milestone has been achieved. To the extent Parent agrees, Parent shall make (or cause to be made) to the Sellers the corresponding Milestone Consideration within ten (10) Business Days after receipt of such notice and Milestone Spreadsheet in accordance with Section 2.20(a), subject to the late payment interest set forth therein, if any. To the extent Parent disagrees and disputes such achievement, the parties shall discuss and attempt to resolve such dispute. If the parties are unable to resolve such dispute within sixty (60) days of notification by Representative of its belief, the parties shall submit for arbitration all matters that remain in dispute to a disinterested individual who has appropriate scientific, technical and regulatory expertise (as relevant) to resolve any disputes referred to him or her under this Section 2.20(e) (a “Dispute Expert”) who is mutually agreed to by Seller and the Representative; provided, however, that such Dispute Expert shall not be or have been at any time within the previous five (5) years an Affiliate, employee, consultant, officer or director of Parent, the Representative, the Surviving Entity, any Seller or any of their respective Affiliates. If Parent and the Representative cannot agree on a mutually acceptable Dispute Expert within thirty (30) days after either party has determined that the parties cannot reach agreement with respect to a dispute, then within ten (10) Business Days after the expiration of such thirty (30) day period, each of Parent and the Representative shall appoint one Dispute Expert who shall jointly select a third Dispute Expert within ten (10) Business Days after the last to occur of their respective appointments to arbitrate the referred matter. The Dispute Expert mutually agreed by the parties or, if the parties cannot agree, the third Dispute Expert selected by the party-appointed Dispute Experts is referred to as the “Selected Dispute Expert”. Parent and the Representative shall instruct the Selected Dispute Expert to determine as promptly as practicable but in no event later than thirty (30) days after such person’s appointment (the “Determination Period”) whether the disputed Milestone has occurred. The Selected Dispute Expert’s determinati...
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Milestone Disputes. 69 Section 10.12 Governing Law; Consent to Jurisdiction 69 Section 10.13 Waiver of Jury Trial 70 Section 10.14 Specific Performance 70 Section 10.15 Company Disclosure Schedule 70 Section 10.16 Attorneys’ Fees 70 Section 10.17 Waiver of Conflicts 70 Section 10.18 Privileged Communication 70 Section 10.19 Counterparts 70 Exhibit A Form of Stockholder Written Consent Exhibit B Form of Noncompetition and Nonsolicitation Exhibit C Form of Letter of Transmittal Exhibit D Form of Joinder and Release Agreement Exhibit E Form of Option Cancellation Agreement Exhibit F Form of Director & Officer Release THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 2, 2018 by and among Vir Biotechnology, Inc., a Delaware corporation (“Parent”), Vir Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Agenovir Corporation, a Delaware corporation (the “Company”), and Xx. Xxxxxxx X. Quake, solely in his capacity as the Equityholders Representative hereunder (each, a “Party” and collectively the “Parties”).
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Milestone Disputes. Any dispute regarding the successful completion of a Milestone or the occurrence or timing of a Milestone Acceleration Event shall be submitted in the first instance to the President and CEO of Seller and the President of GSK Biologicals for Buyer. If the dispute cannot be resolved by the designated individuals within thirty (30) days after such submission, the dispute shall be submitted for binding arbitration pursuant to the rules of the American Arbitration Association. One arbitrator with relevant industry experience shall be jointly selected by the Parties. The arbitration shall be held in New York City and the arbitrator shall decide the dispute in accordance with the law governing this Agreement. Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator; provided, however, that the arbitrator shall be authorized to determine whether a Party is the prevailing Party, and if so, to award to that prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements, and/or the fees and costs of the arbitrator.
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Milestone Disputes. If Xxxxxxxxx believes in good faith that a Milestone Event has been achieved, it shall notify Xxx in writing of such belief and provide Xxx with evidence of justification that such Milestone Event has been achieved. To the extent that Xxx agrees, Xxx shall make (or cause to be made) to Equillium the applicable Milestone Payment within [***] after receipt of such notice in accordance with Section 3.7(a), together with any late 281923888 v10 payment interest payable in accordance with Section 3.7(f) accruing from [***] after the earlier of (a) the date of such notice and (b) the date on which Xxx had actual knowledge of the achievement of such Milestone Event, through the date the Milestone Payment is actually paid to Equillium. To the extent that Xxx disagrees and disputes such achievement, the Parties shall discuss and attempt to resolve such dispute. If the Parties are unable to resolve such dispute within [***] of notification by Equillium of its belief, the Parties shall submit the dispute for arbitration in accordance with Section 13.10.
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Milestone Disputes. If Seller believes that (i) any Milestone Event has been achieved but has not been the subject of a Milestone Statement, or (ii) any Milestone Statement or Sales Milestone Annual Report is inaccurate in whole or in part (each of (i) and (ii), a “Milestone Dispute”), then Seller shall deliver to Parent written notice thereof (a “Milestone Dispute Notice”), describing in reasonable detail the Milestone Dispute. Following the delivery of a Milestone Dispute Notice, Parent and Seller shall first attempt in good faith to resolve by negotiation and consultation between themselves, any dispute as to whether any Milestone Event has been achieved and whether any Milestone Payment is payable. If Parent and Seller do not reach agreement with respect to any dispute relating to any such matter within [***] days after a Milestone Dispute Notice is delivered to Parent by Seller, such Milestone Dispute shall be finally resolved in accordance with Section 14.07.
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Milestone Disputes 
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Related to Milestone Disputes

  • Patent Disputes Notwithstanding anything in this Agreement to the contrary, any and all issues regarding the scope, construction, validity, and enforceability of any patent in a country within the Territory shall be determined in a court or other tribunal, as the case may be, of competent jurisdiction under the applicable patent laws of such country.

  • Invoice Disputes If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so.

  • Contract Disputes The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Supervisor and the County‘s project manager as specified in Article 25. Notices by way of the following process, such matter shall be brought to the attention of the County DPA by way of the following process: i. The Contractor shall submit to the County DPA a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. ii. The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. iii. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Contractor’s failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County DPA or his designee. If the County fails to render a decision within 90 days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contentions. The County’s final decision shall be conclusive and binding regarding the dispute unless the Contractor commences action in a court of competent jurisdiction to contest such decision within 90 days following the date of the County’s final decision or one year following the accrual of the cause of action, whichever is later.

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Labour Disputes 15.01 If employees are prevented from performing their duties because of a strike or lock-out on the premises of another employer, the employees shall report the matter to the Employer, and the Employer will make reasonable efforts to ensure that such employees are employed elsewhere, so that they shall receive their regular pay and benefits to which they would normally be entitled.

  • Performance while Dispute is Pending Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

  • Labor Disputes No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.

  • Legal Disputes 3.1 Pursuant to New York City Health and Hospitals Corporation Act, Chapter 1016-69, Section 20, all actions against NYC Health + Hospitals shall be brought in the City , in the county in which the cause of action arose, or if it arose outside of the City , in the City , County of New York. The Parties consent to the dismissal or transfer to any claims asserted inconsistent with this section. If Vendor initiates any action in breach of this section, Vendor shall promptly reimburse NYC Health + Hospitals for any attorneys’ fees incurred to remove the action to the contractually agreed upon venue. 3.2 Actions against NYC Health + Hospitals by Vendor arising out of this Agreement must be commenced within six months of the expiration or termination of this Agreement. 3.3 Neither Party shall make a claim for personal liability against any individual, officer, agent or employee of the other, nor of the City, pertaining to anything done or omitted in connection with this Agreement.

  • No Labor Disputes No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect.

  • Third Party Dispute Resolution The Consulting Firm shall (i) consider only the items that are then disputed by the parties, (ii) shall be bound by the terms of the Agreement and (iii) shall only make a determination of such disputed matters in favor of the proposal made by the Purchasers or the Sellers (as may be presented by each party to the Consulting Firm in writing, which shall be shared with the other party) and shall not make an independent proposal. The Consulting Firm shall prepare a written determination of any disputed matters and deliver the determination to the Purchasers and the Sellers within fifteen (15) Business Days after the date the Consulting Firm is engaged. Each party shall cooperate fully with the Consulting Firm, including by using reasonable best efforts to provide the information, data and work papers to the extent permitted by applicable Law, so as to enable the Consulting Firm to make a determination of the disputed items as quickly as practicable. The Corrective Action Plan shall be finalized in accordance with the Consulting Firm’s determination of the disputed matters.

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