Negotiation. The Parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within 30 days after notice of a Dispute is given by either Party to the other Party, each Party shall select a first tier negotiating team comprised of director or general manager level employees of such Party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 days of their first meeting, then each Party shall select a second tier negotiating team comprised of vice president level employees of such Party and shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.1, all reasonable requests made by one Party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Party. All negotiations between the Parties pursuant to this Section 11.1(a) shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Agilent Technologies Inc), Asset Purchase Agreement (JDS Uniphase Corp /Ca/), Asset Purchase Agreement (Agilent Technologies Inc)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiationinformal negotiation between appropriate representatives from each of Adaptec and Roxio. Within 30 days after If at any time either party feels that such negotiations are not leading to a resolution of the Dispute, such party may send a notice of a Dispute is given by either Party to the other Partyparty describing the Dispute and requesting a meeting of the senior executives from each party. Within ten (10) business days after such notice is given, each Party party shall select a first tier negotiating team comprised of appropriate senior executives (e.g., director or general manager level employees V.P. level) of such Party each party who shall have the authority to resolve the matter and shall meet and make a good faith to attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve negotiate a resolution of the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable prior to agree within 30 days of their first meeting, then each Party shall select a second tier negotiating team comprised of vice president level employees of such Party and shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matterpursuing other available remedies. During the course of negotiations under this Section 11.1SECTION 3.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams senior executives but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between In the Parties pursuant event that any Dispute arising out of or related to this Section 11.1(a) shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that Agreement is not otherwise independently discoverable settled by the parties within thirty days after the first meeting of the negotiating senior executives, either party may commence litigation with respect to the Dispute. However, except as provided below in SECTION 3.2, neither party shall be offered commence litigation against the other party to resolve the Dispute (i) until the parties try in good faith to settle the Dispute by negotiation for at least thirty (30) days after the first meeting of the negotiating senior executives or received as evidence or used for impeachment or for any (ii) until forty (40) days after notice of a Dispute is given by either party to the other purpose in any current or future litigationparty, whichever occurs first.
Appears in 4 contracts
Samples: Indemnification and Insurance Matters Agreement (Adaptec Inc), Indemnification & Liability (Roxio Inc), Indemnification & Liability (Roxio Inc)
Negotiation. The Parties shall make a attempt in good faith attempt to resolve any Dispute dispute, Claim, or controversy arising out of or relating to this Agreement, the Related Agreements or the performance, breach, validity, interpretation, application, or termination thereof (a “Dispute”) whether based on contract, tort, statute or other legal or equitable theory (including any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement through negotiationincluding this section) promptly by negotiations between representatives of each Party who have authority to settle the controversy. Any Party may give the other parties written notice of any Dispute not resolved in the normal course of business (a “Notice of Dispute”). Within 30 five (5) days after notice the effective date of a Dispute is given by either Party Notice of Dispute, representatives of the Parties shall agree upon a mutually acceptable time and place to the other Party, each Party shall select a first tier negotiating team comprised of director or general manager level employees of such Party meet and shall meet at that time and make a good faith attempt place, and thereafter as often as they reasonably deem necessary, to resolve such Dispute exchange relevant information and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 days of their first meeting, then each Party shall select a second tier negotiating team comprised of vice president level employees of such Party and shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matterDispute. During The first of those meetings shall take place within thirty (30) days of delivery of the course disputing Party’s Notice of negotiations under this Section 11.1Dispute. If the Dispute has not been resolved within sixty (60) days of delivery of the Notice of Dispute, all reasonable requests made or if the Parties fail to agree on a time and place for an initial meeting within five (5) days of that notice, any Party may initiate arbitration of the controversy or claim as provided hereinafter. If any negotiator intends to be accompanied at a meeting by one Party to an attorney, the other for information, including requests for copies negotiators shall be given at least three (3) Business Days’ notice of relevant documents, will that intention and may also be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyaccompanied by an attorney. All negotiations between the Parties pursuant to this Section 11.1(a) 10.01 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in negotiations for the course purposes of such negotiations that is not otherwise independently discoverable shall be offered or received as applicable rules of evidence or used for impeachment or for any other purpose in any current or future litigationand procedure.
Appears in 4 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement (Cvent Inc)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute dispute or claim arising out of or relating related to this Agreement License through negotiation. Within 30 thirty (30) days after notice of a Dispute dispute or claim is given by either Party party to the other Partyparty, each Party shall select a the parties’ first tier negotiating team comprised teams (as determined by each party’s Director of director Intellectual Property (or general manager level employees of such Party and person holding a similar position or title) or his or her delegate) shall meet and make a good faith attempt to resolve such Dispute dispute or claim and shall continue to negotiate in good faith in an effort to resolve the Dispute dispute or claim or renegotiate the applicable Section section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 thirty (30) days of their first meeting, then each Party shall select a the parties’ second tier negotiating team comprised teams (as determined by each party’s Director of vice president level employees of such Party and Intellectual Property or his or her delegate) shall meet within 30 thirty (30) days after the end of the first 30 thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.113.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, documents will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 13.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Avago Technologies LTD), Asset Purchase Agreement (Avago Technologies LTD), Purchase and Sale Agreement (Avago Technologies LTD)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiationinformal negotiation between appropriate representatives from each of Adaptec and Roxio. Within 30 days after If at any time either party feels that such negotiations are not leading to a resolution of the Dispute, such party may send a notice of a Dispute is given by either Party to the other Partyparty describing the Dispute and requesting a meeting of the senior executives from each party. Within ten (10) business days after such notice is given, each Party party shall select a first tier negotiating team comprised of appropriate senior executives (e.g., director or general manager level employees V.P. level) of such Party each party who shall have the authority to resolve the matter and shall meet and make a good faith to attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve negotiate a resolution of the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable prior to agree within 30 days of their first meeting, then each Party shall select a second tier negotiating team comprised of vice president level employees of such Party and shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matterpursuing other available remedies. During the course of negotiations under this Section 11.1SECTION 3.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams senior executives but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between In the Parties pursuant event that any Dispute arising out of or related to this Section 11.1(a) shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that Agreement is not otherwise independently discoverable settled by the parties within thirty (30) days after the first meeting of the negotiating senior executives, either party may commence litigation with respect to the Dispute. However, except as provided below in SECTION 3.2, neither party shall be offered commence litigation against the other party to resolve the Dispute (i) until the parties try in good faith to settle the Dispute by negotiation for at least thirty (30) days after the first meeting of the negotiating senior executives or received as evidence or used for impeachment or for any (ii) until forty (40) days after notice of a Dispute is given by either party to the other purpose in any current or future litigationparty, whichever occurs first.
Appears in 4 contracts
Samples: General Assignment and Assumption Agreement (Roxio Inc), General Assignment and Assumption Agreement (Roxio Inc), General Assignment and Assumption Agreement (Roxio Inc)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within 30 days after notice of a Dispute is given by either Party party to the other Partyparty, each Party party shall select a first tier negotiating team comprised of director or general manager level employees of such Party party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 days of their first meeting, then each Party party shall select a second tier negotiating team comprised of vice president level employees of such Party party and shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.17.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 7.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Agilent Technologies Inc), Asset Purchase Agreement (Avago Technologies LTD), Purchase and Sale Agreement (Avago Technologies LTD)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within 30 days after notice of a Dispute is given by either Party party to the other Partyparty, each Party party shall select a first tier negotiating team comprised of comprising director or general manager level employees of such Party party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 days of their first meeting, then each Party party shall select a second tier negotiating team comprised of comprising vice president level employees of such Party party and shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Infospace Inc), Asset Purchase Agreement (Idearc Inc.)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within 30 thirty (30) days after notice of a Dispute is given by either Party party to the other Partyparty, each Party party shall select a first tier negotiating team comprised of director or general manager level employees of such Party party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 days of their first meeting, then each Party party shall select a second tier negotiating team comprised of vice president level employees of such Party party and shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 11.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 2 contracts
Samples: Supply Agreement (Avago Technologies Finance Pte. Ltd.), Supply Agreement (Avago Technologies Finance Pte. Ltd.)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within 30 days after notice of a Dispute is given by either Party party to the other Partyparty, each Party party shall select a first tier negotiating team comprised of director or general manager level employees of such Party party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 days of their first meeting, then each Party party shall select a second tier negotiating team comprised of vice president level employees of such Party party and shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 1 contract
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute dispute or claim arising out of or relating related to this Agreement License through negotiation. Within 30 thirty (30) days after notice of a Dispute dispute or claim is given by either Party party to the other Partyparty, each Party shall select a the parties’ first tier negotiating team comprised teams (as determined by each party’s Director of director Intellectual Property (or general manager level employees of such Party and person holding a similar position or title) or his or her delegate) shall meet and make a good faith attempt to resolve such Dispute dispute or claim and shall continue to negotiate in good faith in an effort to resolve the Dispute dispute or claim or renegotiate the applicable Section section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 thirty (30) days of their first meeting, then each Party shall select a the parties’ second tier negotiating team comprised teams (as determined by each party’s Director of vice president level employees of such Party and Intellectual Property or his or her delegate) shall meet within 30 thirty (30) days after the end of the first 30 thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.112.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, documents will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 12.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 1 contract
Negotiation. The Parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within 30 days after notice of a Dispute is given by either Party to the other Party, each Party shall select a first tier negotiating team comprised of supervisor, manager or area director or general manager level employees of such Party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 days of their first meeting, then each Party shall select a second tier negotiating team comprised of vice president level employees of such Party and shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.1, all reasonable requests made by one Party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Party. All negotiations between the Parties pursuant to this Section 11.1(a) shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Avago Technologies LTD)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute dispute or claim arising out of or relating related to this Agreement through negotiation. Within 30 thirty (30) days after notice of a Dispute dispute or claim is given by either Party party to the other Partyparty, each Party shall select a the parties' first tier negotiating team comprised teams (as determined by each party's Director of director Intellectual Property (or general manager level employees of such Party and person holding a similar position or title) or his or her delegate) shall meet and make a good faith attempt to resolve such Dispute dispute or claim and shall continue to negotiate in good faith in an effort to resolve the Dispute dispute or claim or renegotiate the applicable Section section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 thirty (30) days of their first meeting, then each Party shall select a the parties' second tier negotiating team comprised teams (as determined by each party's Director of vice president level employees of such Party and Intellectual Property or his or her delegate) shall meet within 30 thirty (30) days after the end of the first 30 thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.17.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 7.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Agilent Technologies Inc)
Negotiation. The Parties shall make a attempt in good faith attempt to resolve any Dispute dispute, Claim, or controversy arising out of or relating to this Agreement, the Related Agreements or the performance, breach, validity, interpretation, application, or termination thereof (a “Dispute”) whether based on contract, tort, statute or other legal or equitable theory (including any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement through negotiationincluding this section) promptly by negotiations between executives of each Party who have authority to settle the controversy. Any Party may give the other parties written notice of any Dispute not resolved in the normal course of business (a “Notice of Dispute”). Within 30 five (5) days after notice the effective date of a Dispute is given by either Party Notice of Dispute, executives of the Parties shall agree upon a mutually acceptable time and place to the other Party, each Party shall select a first tier negotiating team comprised of director or general manager level employees of such Party meet and shall meet at that time and make a good faith attempt place, and thereafter as often as they reasonably deem necessary, to resolve such Dispute exchange relevant information and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 days of their first meeting, then each Party shall select a second tier negotiating team comprised of vice president level employees of such Party and shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matterDispute. During The first of those meetings shall take place within thirty (30) days of delivery of the course disputing Party’s Notice of negotiations under this Section 11.1Dispute. If the Dispute has not been resolved within sixty (60) days of delivery of the Notice of Dispute, all reasonable requests made or if the Parties fail to agree on a time and place for an initial meeting within five (5) days of that notice, any Party may initiate arbitration of the controversy or claim as provided hereinafter. If any negotiator intends to be accompanied at a meeting by one Party to an attorney, the other for information, including requests for copies negotiators shall be given at least three (3) Business Days’ notice of relevant documents, will that intention and may also be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyaccompanied by an attorney. All negotiations between the Parties pursuant to this Section 11.1(a) 9.01 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in negotiations for the course purposes of such negotiations that is not otherwise independently discoverable shall be offered or received as applicable rules of evidence or used for impeachment or for any other purpose in any current or future litigationand procedure.
Appears in 1 contract
Samples: Member Interest Purchase Agreement (Luna Innovations Inc)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within 30 thirty (30) days after notice of a Dispute is given by either Party party to the other Partyparty, each Party party shall select a first tier negotiating team comprised of supervisor, manager or area director or general manager level employees of such Party party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 thirty (30) days of their first meeting, then each Party party shall select a second tier negotiating team comprised of vice president level employees of such Party party and shall meet within 30 thirty (30) days after the end of the first 30 thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.1Article VII, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 7.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Avago Technologies LTD)
Negotiation. The Parties parties shall make a good faith attempt first to resolve any Dispute dispute or claim arising out of or relating related to this Agreement through negotiation. Within 30 days after notice of a Dispute dispute or claim is given by either Party party to the other Partyparty, each Party shall select a the parties' first tier negotiating team comprised of director teams (as determined by each party's General Counsel or general manager level employees of such Party and his or her delegate) shall meet and make a good faith attempt to resolve such Dispute dispute or claim and shall continue to negotiate in good faith in an effort to resolve the Dispute dispute or claim or renegotiate the applicable Section section or provision without the necessity of any formal proceedingsActions. If the first tier negotiating teams are unable to agree within 30 days of their first meeting, then each Party shall select a the parties' second tier negotiating team comprised of vice president level employees of such Party and teams (as determined by each party's General Counsel or his or her delegate) shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.16.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored, subject to the applicable terms of any confidentiality agreements or obligations by which a party is bound. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 6.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigationAction. In the event that such negotiations fail to reach an amicable solution within 30 days after the first meeting of the second tier negotiating teams (or a mutually agreed upon extension of time), then the provisions of Section 8.7 shall apply.
Appears in 1 contract
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this License Agreement through negotiation. Within 30 thirty (30) days after notice of a Dispute is given by either Party party to the other Partyparty, each Party party shall select a first tier negotiating team comprised of director or general manager level employees of such Party party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 thirty (30) days of their first meeting, then each Party party shall select a second tier negotiating team comprised of vice president level employees of such Party party and shall meet within 30 thirty (30) days after the end of the first 30 thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.14.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 4.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Netlogic Microsystems Inc)
Negotiation. The Parties parties shall make a good faith attempt ----------- first to resolve any Dispute dispute or claim arising out of or relating related to this Agreement through negotiation. Within 30 days after notice of a Dispute dispute or claim is given by either Party party to the other Partyparty, each Party shall select a the parties' first tier negotiating team comprised of director teams (as determined by each party's General Counsel or general manager level employees of such Party and his or her delegate) shall meet and make a good faith attempt to resolve such Dispute dispute or claim and shall continue to negotiate in good faith in an effort to resolve the Dispute dispute or claim or renegotiate the applicable Section section or provision without the necessity of any formal proceedingsActions. If the first tier negotiating teams are unable to agree within 30 days of their first meeting, then each Party shall select a the parties' second tier negotiating team comprised of vice president level employees of such Party and teams (as determined by each party's General Counsel or his or her delegate) shall meet within 30 days after the end of the first 30 day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.16.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored, subject to the applicable terms of any confidentiality agreements or obligations by which a party is bound. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 6.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigationAction. In the event that such negotiations fail to reach an amicable solution within 30 days after the first meeting of the second tier negotiating teams (or a mutually agreed upon extension of time), then the provisions of Section 8.7 shall apply.
Appears in 1 contract
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute dispute or claim arising out of or relating related to this Agreement through negotiation. Within 30 thirty (30) days after notice of a Dispute dispute or claim is given by either Party party to the other Partyparty, each Party shall select a the parties' first tier negotiating team comprised teams (as determined by each party's Director of director Intellectual Property (or general manager level employees of such Party and person holding a similar position or title) or his or her delegate) shall meet and make a good faith attempt to resolve such Dispute dispute or claim and shall continue to negotiate in good faith in an effort to resolve the Dispute dispute or claim or renegotiate the applicable Section section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 thirty (30) days of their first meeting, then each Party shall select a the parties' second tier negotiating team comprised teams (as determined by each party's Director of vice president level employees of such Party and Intellectual Property or his or her delegate) shall meet within 30 thirty (30) days after the end of the first 30 thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.113.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 13.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Agilent Technologies Inc)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within 30 thirty (30) days after notice of a Dispute is given by either Party party to the other Partyparty, each Party party shall select a first tier negotiating team comprised of director or general manager level employees of such Party party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 thirty (30) days of their first meeting, then each Party party shall select a second tier negotiating team comprised of vice president level employees of such Party party and shall meet within 30 thirty (30) days after the end of the first 30 thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.17.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 7.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Avago Technologies LTD)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within 30 thirty (30) days after notice of a Dispute is given by either Party party to the other Partyparty, each Party party shall select a first tier negotiating team comprised of director or general manager level employees of such Party party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 thirty (30) days of their first meeting, then each Party party shall select a second tier negotiating team comprised of vice president level employees of such Party party and shall meet within 30 thirty (30) days after the end of the first 30 thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Agilent Technologies Inc)
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within 30 thirty (30) days after notice of a Dispute is given by either Party party to the other Partyparty, each Party party shall select a first tier negotiating team comprised of director or general manager level employees of such Party party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 thirty (30) days of their first meeting, then each Party party shall select a second tier negotiating team comprised of vice president level employees of such Party party and shall meet within 30 thirty (30) days after the end of the first 30 thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.17.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 7.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigationlitigation or arbitration.
Appears in 1 contract
Negotiation. The Parties parties shall make a good faith attempt to resolve any Dispute dispute or claim arising out of or relating related to this Agreement through negotiation. Within 30 thirty (30) days after notice of a Dispute dispute or claim is given by either Party party to the other Partyparty, each Party shall select a the parties' first tier negotiating team comprised teams (as determined by each party's Director of director Intellectual Property (or general manager level employees of such Party and person holding a similar position or title) or his or her delegate) shall meet and make a good faith attempt to resolve such Dispute dispute or claim and shall continue to negotiate in good faith in an effort to resolve the Dispute dispute or claim or renegotiate the applicable Section section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 thirty (30) days of their first meeting, then each Party shall select a the parties' second tier negotiating team comprised teams (as determined by each party's Director of vice president level employees of such Party and Intellectual Property or his or her delegate) shall meet within 30 thirty (30) days after the end of the first 30 thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.16.1, all reasonable requests made by one Party party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Partyparty. All negotiations between the Parties parties pursuant to this Section 11.1(a) 6.1 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Agilent Technologies Inc)
Negotiation. The Parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through negotiation. Within 30 thirty (30) days after notice of a Dispute is given by either Party to the other Party, each Party shall select a first tier negotiating team comprised of director or general manager level employees of such Party and shall meet and make a good faith attempt to resolve such Dispute and shall continue to negotiate in good faith in an effort to resolve the Dispute or renegotiate the applicable Section or provision without the necessity of any formal proceedings. If the first tier negotiating teams are unable to agree within 30 thirty (30) days of their first meeting, then each Party shall select a second tier negotiating team comprised of vice president level employees of such Party and shall meet within 30 thirty (30) days after the end of the first 30 thirty (30) day negotiating period to attempt to resolve the matter. During the course of negotiations under this Section 11.1, all reasonable requests made by one Party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating teams but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Party. All negotiations between the Parties pursuant to this Section 11.1(a) shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future litigation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ixia)