NEGOTIATION OF TERMS. Change in Law (a) Subject to clauses 41.1(b) and 41.2, if at any time during the Term:
NEGOTIATION OF TERMS. 41.1 Change in Law (a) Subject to clauses 41.1(b) and 41.2, if at any time during the Term:
(i) the costs to CBH of operating and maintaining its Sites for the purposes of supplying the Services under this Agreement and otherwise complying with its obligations under this Agreement are increased to a material extent (“Increased Costs”); and
(ii) the Increased Costs are a result of the enactment or promulgation of any new Act of Parliament or regulation or the amendment of any existing Act or regulation by a Government Agency relating to the management or protection of the environment or the health and safety of workers, including any tax on the emission of carbon, sulphur or nitrogen compounds (a “Change in Law”), then CBH shall be entitled to increase the price paid by the Customer under this Agreement for the provision of the Services as may be necessary to offset those Increased Costs. In any such case, CBH shall provide the Customer with a statement providing such information as is necessary to demonstrate:
(iii) the causal relationship between the Change in Law and the Increased Costs referred to;
(iv) the reasonableness and necessity of the measures taken by CBH to comply with the Change in Law; and
(v) the nature and extent of any increase in the price paid by the Customer under this Agreement for Services necessary to offset the Increased Costs referred to.
NEGOTIATION OF TERMS. For a period of up to ninety (90) days after PanGenetics receives notice of Chiron's intention to exercise its First Refusal Rights, the parties shall negotiate in good faith a reasonable agreement mutually acceptable to both parties.
NEGOTIATION OF TERMS. Upon receipt of Ascent's election, the parties will negotiate in good faith the worklist, specifications, timing and Estimated Costs for further activities, if any, required to complete the Development Program in each country of the Territory where Ascent timely elects to commence the Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. Development Program, including, without limitation, reformulation and/or compliance with regulatory countries of the Territory, provided that such terms and requirements in other conditions are substantially similar to the terms and conditions contained herein in the event that the costs of the Development Program in any such country are likely to exceed the costs incurred for the Development Program in the United States the parties shall promptly meet and in good faith discuss the Development Program and the costs thereof.
NEGOTIATION OF TERMS. In accordance with the purposes of the Agreement, any terms required for the Share Exchange other than those already stipulated in the Agreement shall be determined based on negotiations conducted in good faith between the parties.
NEGOTIATION OF TERMS. The mediator may promote settlement in any manner the mediator believes is appropriate. Once the mediator is familiar with the case, the mediator will hold discussions with the parties' representatives. The mediator will decide when to hold joint meetings and when to meet or confer separately with each party. The parties are expected to initiate proposals for settlement unless, by prior agreement, they expect the mediator to be the first to propose the terms of settlement. Each party or the mediator shall provide a rationale for any settlement terms proposed. If the parties fail to develop mutually acceptable settlement terms, before terminating the procedure the mediator may submit to the. parties a final settlement proposal which the mediator considers fair and equitable to all parties. The parties will carefully consider the mediator's proposal and, at the request of the mediator, will discuss the proposal with the mediator. If a party does not accept the final proposal, it shall advise the mediator of the specific reasons why the proposal is unacceptable. Efforts to reach a settlement will continue until (a) a written settlement is reached, or (b) the mediator concludes and informs the parties that further efforts would not be useful, or (c) one of the parties or the mediator withdraws from the process; provided that if there are more than two parties, the remaining parties may elect to continue following the withdrawal of a party.
NEGOTIATION OF TERMS. Upon receipt of an Issuance Request for a Tranche, Purchaser and the Company, acting in good faith, shall attempt to negotiate the terms of the Securities in such Tranche, including price or coupon rate, and the terms of such purchase (including a Securities Purchase Agreement). Purchaser and the Company expect that each Securities Purchase Agreement will be substantially similar to the Stock Purchase Agreement dated April 6, 2005 between Purchaser and the Company, except for differences attributable to differences in the types of Securities that are the subject of the applicable Securities Purchase Agreement and changes to the Company that are reflected in each applicable Securities Purchase Agreement. Each of the Company and Purchaser shall have the right to cease negotiations with, and shall have no further obligations to, the other regarding the terms of such Securities, if the signing of a Securities Purchase Agreement for the purchase of such Securities by Purchaser has not occurred within ninety (90) days after Purchaser’s receipt of such Issuance Request.
NEGOTIATION OF TERMS. The Seller is prepared to reasonably negotiate in good faith the Conditions of Sale and Guarantee and Indemnity if the Purchaser contacts the Seller prior to signing this Credit Application.
NEGOTIATION OF TERMS. The parties hereto expressly acknowledge that they have read, understand, and agree on all of the terms of this Agreement, and that each party had the opportunity to negotiate its terms, was represented by counsel at the time of executing this Agreement or had the opportunity to be so represented, and that this Agreement shall not be construed against the drafter.
NEGOTIATION OF TERMS. For a period of up to *** after the giving of notice of P&U's intention to seek rights relating to such Alternative Formulation, the parties shall negotiate in good faith a reasonable agreement based upon the value of the Alternative Formulation and the contributions or anticipated contributions of both parties to the commercialization of the Alternative Formulation. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission.
