PERFORMANCE PENDING RESOLUTION OF DISPUTES Sample Clauses

PERFORMANCE PENDING RESOLUTION OF DISPUTES. Notwithstanding any pending resolution of any dispute under this agreement, CONSULTANT shall proceed with the performance of any Changes, the total value of which are subject to a good-faith disparity of less than five percent (5%) in the parties' claimed effect on this Agreement price. Pending resolution by agreement, or litigation, if any, and subject to subsequent adjustment to conform to any final agreement or judgment, reimbursement to CONSULTANT shall be adjusted by revising this Agreement price in an amount equal to that claimed by CITY plus one-half (½) the difference between the amount of said claim and the amount claimed by CONSULTANT. The respective payment schedule shall be adjusted accordingly. CONSULTANT shall not be required to proceed with Services related to any Changes pending resolution of disputes regarding the adjustment of the affected payment schedule and completion date where the total value of such Changes are subject to a good faith disparity of more than five percent (5%) in the parties' claimed effect on this Agreement price.
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PERFORMANCE PENDING RESOLUTION OF DISPUTES. In the event of any dispute between Xxxxx and Seller, including any dispute over the price of the Products or any price increase proposed by Xxxxxx, Xxxxxx agrees that it will not refuse to accept Xxxxx’s orders or releases hereunder or to ship any Products to Buyer in accordance with the terms of any of Buyer’s orders or releases pending the resolution of such dispute through appropriate legal proceedings. Seller acknowledges and agrees that any such disruption in the supply of Products to Buyer pending resolution of such a dispute would cause irreparable harm to Buyer. Accordingly, Xxxxxx agrees that it will not oppose any proceeding initiated by Xxxxx to enjoin Seller from interrupting the supply of Products to Buyer, pending resolution of such dispute. Should Seller breach the terms of this section, then, in addition to any other damages which Buyer may be entitled to recover from Seller, Seller shall be required to reimburse Buyer for any costs incurred by Xxxxx in connection with any legal action to enforce its rights hereunder, including all of Buyer’s cost and expenses, including reasonable attorneys fees, incurred in connection therewith 23. INDUSTRIAL PARTICIPATION (OFFSET), COUNTERTRADE AND TRADE CREDITS: Xxxxx has entered into this Order in consideration for credits generated under Industrial Participation (Offset), countertrade, and other trade credit programs. All credits resulting from this Order are the sole property of Buyer and its subsidiaries and affiliates. Buyer shall be entitled to apply such credits to its choice of program(s). Seller shall also assist Buyer in obtaining the appropriate transaction information and securing the appropriate credit approvals from the relevant government authorities.
Sample 1
PERFORMANCE PENDING RESOLUTION OF DISPUTES. In the event of any dispute between Xxxxx and Seller, including any dispute over the price of the Products or any price increase proposed by Xxxxxx, Xxxxxx agrees that it will not refuse to accept Xxxxx’s orders or releases hereunder or to ship any Products to Buyer in accordance with the terms of any of Buyer’s orders or releases pending the resolution of such dispute through appropriate legal proceedings. Seller acknowledges and agrees that any such disruption in the supply of Products to Buyer pending resolution of such a dispute would cause irreparable harm to Buyer. Accordingly, Xxxxxx agrees that it will not oppose any proceeding initiated by Xxxxx to enjoin Seller from interrupting the supply of Products to Buyer, pending resolution of such dispute. Should Seller breach the terms of this section, then, in addition to any other damages which Buyer may be entitled to recover from Seller, Seller shall be required to reimburse Buyer for any costs incurred by Xxxxx in connection with any legal action to enforce its rights hereunder, including all of Buyer’s cost and expenses, including reasonable attorneys fees, incurred in connection therewith
Sample 1
PERFORMANCE PENDING RESOLUTION OF DISPUTES. Pending resolution of any dispute, each Party shall continue to perform its obligations under this Agreement, including but not limited to the obligation to make the payments required by this Agreement. All Parties shall be entitled to seek immediate judicial enforcement of this continued performance obligation notwithstanding the existence of a dispute. Application for such enforcement shall be made to the Superior Court for the State of Alaska, at Anchorage.
Sample 1
PERFORMANCE PENDING RESOLUTION OF DISPUTES. If a good faith dispute is pending regarding the cost of a Change and the total value of that Change is less than 5% of the compensation described in Paragraph 9.1, as may be modified pursuant to this Agreement, then CONSULTANT shall proceed with the performance of that Change. If the parties cannot resolve that dispute, in good faith, then the amount to be paid for that Change shall be equal to the amount CITY claims, in good faith, (CITY’S Claim), plus one-half the difference between the amount of CITY’S Claim and the amount CONSULTANT claims, in good faith. If a good faith dispute is pending regarding the cost of a Change and the total value of that Change is 5% or more than the compensation described in Paragraph 9.1, as may be modified pursuant to this Agreement, then CONSULTANT is not required to proceed with the performance of that Change while that good faith dispute remains pending.
Sample 1
PERFORMANCE PENDING RESOLUTION OF DISPUTES. Each party is required to continue to perform its obligations under this contract pending final resolution of any dispute arising out of or relating to this contract, unless to do so would be impossible or impracticable under the circumstances.
Sample 1

Related to PERFORMANCE PENDING RESOLUTION OF DISPUTES

  • Methods of Resolution of Disputes In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be final and binding on all Parties.

  • Governing Law; Resolution of Disputes This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, if the Executive is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

  • Informal Resolution of Disputes 10.5.1 Upon receipt by one Party of notice of a dispute by the other Party pursuant to Section 10.3 or Section 10.4.5, each Party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The location, form, frequency, duration, and conclusion of these discussions will be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative Dispute Resolution procedures such as mediation to assist in the negotiations. Discussions and the correspondence among the representatives for purposes of settlement are exempt from discovery and production and will not be admissible in the arbitration described below or in any lawsuit without the concurrence of both Parties. Documents identified in or provided with such communications that were not prepared for purposes of the negotiations are not so exempted, and, if otherwise admissible, may be admitted in evidence in the arbitration or lawsuit.

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

  • Full Settlement; Resolution of Disputes (a) The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 6(a)(ii) of this Agreement, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. (b) If there shall be any dispute between the Company and the Executive (i) in the event of any termination of the Executive's employment by the Company, whether such termination was for Cause, or (ii) in the event of any termination of employment by the Executive, whether Good Reason existed, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause or that the determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 6(a) of this Agreement as though such termination were by the Company without Cause or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

  • Governing Law and Resolution of Disputes 14.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China. 14.2 In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing. The arbitration award shall be final and binding on all Parties. 14.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

  • Disputes Resolution It is the intent of the parties to communicate on a regular basis in a positive and effective manner. The parties agree to communicate areas of concern as they arise and to address those concerns in a professional manner. Any disputes between the Commission and the School which arise under, or are by virtue of, this Contract and which are not resolved by mutual agreement, shall be decided by the full Commission in writing, within 90 calendar days after a written request by the School for a final decision concerning the dispute; provided that where a disputes resolution process is defined for a particular program area (e.g., IDEA, Section 504, etc.), the Parties shall comply with the process for that particular program area; and further provided that the parties may mutually agree to utilize the services of a third-party facilitator to reach a mutual agreement prior to decision by the full Commission. Subject to the availability of an appeal under Ch. 302D, HRS, or BOE administrative rules or procedures, any such decision by the full Commission shall be final and conclusive.

  • DISPUTES RESOLUTION PROCEDURE 10.1 A major objective of this Agreement is to eliminate lost time and/or production arising out of disputes or grievances. The Parties to this Agreement are committed to complying with the terms of this procedure.

  • GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of Massachusetts. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.

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