Procedure for Determination Sample Clauses
Procedure for Determination. The expert will: act as an expert and not as an arbitrator; proceed in any manner he or she thinks fit; conduct any investigation which he or she considers necessary to resolve the dispute or difference; examine such documents, and interview such persons, as he or she may require; have regard to any submissions of the parties but ignore all directions of the parties; make such directions for the conduct of the determination as he or she considers necessary; and give his or her determination within twenty seven (27) days of the referral of the dispute or such other time agreed between the parties and need not give reasons for his or her determination.
Procedure for Determination. The expert will: act as an expert and not as an arbitrator; proceed in any manner he or she thinks fit; conduct any investigation which he or she considers necessary to resolve the dispute or difference; examine such documents, and interview such persons, as he or she may require; and make such directions for the conduct of the determination as he or she considers necessary. The expert must: disclose to the parties any: interest he or she has in the outcome of the determination; conflict of interest; conflict of duty; personal relationship which the expert has with either party, or either party's representatives, witnesses or experts; and other fact, matter or thing which a reasonable person may regard as giving rise to the possibility of bias; and not communicate with one party to the determination without the knowledge of the other. Each party will: bear its own costs in respect of any expert determination; and pay one-half of the expert's costs.
Procedure for Determination. As soon as practicable, and in no event later than thirty (30) days after written notice of the Indemnitee’s choice of forum pursuant to Section 8(d), the Company shall, at its own expense, submit to the selected, in such manner as the Indemnitee or the Indemnitee’s counsel may reasonably request, its claim under Section 8(b) that the Indemnitee is not entitled to indemnification and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim. The Indemnitee shall cooperate with the forum making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such forum upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination.
Procedure for Determination. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than the earlier of (i) 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification and (ii) 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section 3 of this Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination. The Indemnitee shall cooperate with the person, persons or entity making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold the Indemnitee harmless therefrom.
Procedure for Determination. The expert: (a) will not be bound by the rules of evidence; (b) must determine whether or not the Dispute is in relation to an issue arising in relation to the issues referred to in clause 28.3; (c) must act fairly and impartially as between the Parties, giving each Party a reasonable opportunity to: (i) put its case and deal with the case of any opposing Party; and (ii) make submissions on the conduct of the expert determination; (d) subject to clause 16.7(e), may; (i) proceed in any manner he or she thinks fit; (ii) conduct any investigation which he or she considers necessary to resolve the Dispute; (iii) examine such documents, and interview such persons, as he or she may require and may make such directions for the conduct of the determination as he or she considers necessary; (e) must disclose to the Parties any: (i) interest he or she has in the outcome of the determination; (ii) conflict of interest; (iii) conflict of duty; (iv) personal relationship that the expert has with either Party, or either Party's representatives, witnesses or experts; and (v) other fact, matter or thing which a reasonable person may regard as giving rise to the possibility of bias; and (f) must not communicate with one Party without the knowledge of the other Party.
Procedure for Determination. The Corporation and Indemnitee hereby acknowledge that indemnification of Indemnitee under Section 2 of this Agreement has been pre-authorized by the Corporation, and that no determination need be made for a specific Proceeding that such indemnification or advance of expenses to Indemnitee is permissible in the circumstances because he has met a particular standard of conduct. Nevertheless, except as set forth in Section 4(b) below, evaluation as to reasonableness of Expenses of Indemnitee for a specific Proceeding shall be made as follows:
(1) If there are two or more Disinterested Directors, by the Board of Directors of the Corporation by a majority vote of all Disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of Disinterested Directors numbering two or more appointed by such a vote; or
(2) If there are fewer than two Disinterested Directors, by a majority vote of the Board of Directors, or by a majority vote of the members of a committee of Directors (in which selection Directors who do not qualify as Disinterested Directors may participate); or
(3) If so designated by the Board of Directors, by one or more Disinterested Officers.
Procedure for Determination. The expert will:
54.7.1 act as an expert and not as an arbitrator;
54.7.2 proceed in any manner he or she thinks fit but xxxx observe the rules of natural justice;
54.7.3 conduct any investigation which he or she considers necessary to resolve the Dispute;
Procedure for Determination. 1.1 Within thirty (30) days after the Croatian Closing Date in respect of the Croatian Closing Accounts or the Slovenian Closing Date in respect of the Slovenian Closing Accounts, the Purchaser shall procure that the Closing Accounts are prepared in accordance with this Schedule 10 and provided to the Seller. The Purchaser shall provide the Seller with all information that the Seller may reasonably request with respect to the Seller’s review of the Closing Accounts.
1.2 Within ten (10) days after its delivery of the Closing Accounts to the Seller, the Purchaser shall prepare and deliver to the Seller a statement (the “Draft Final Adjustment Statement”) setting forth the proposed amounts of: (i) the Croatian Actual Net Working Capital or (or as the case may be) the Slovenian Actual Net Working Capital as of the Closing Date; and (ii) Croatian Actual Net Debt or (or as the case may be) the Slovenian Actual Net Debt as of the Closing Date, each derived from the Closing Accounts, together with the resulting calculation of the Final Adjustment Amount (as defined below) prepared and agreed or determined in accordance with this Schedule 10. The Seller shall provide the Purchaser with all information that the Purchaser may reasonably request with respect to the Purchaser’s preparation of the Draft Final Adjustment Statement.
Procedure for Determination. (a) As soon as reasonably practicable once a Dispute Notice is issued under clause 7.11, the Schemes Administrator must provide a copy of the Final Scheme Proof, the notice issued under either 7.10(a) or 10(a) (as applicable) and the Dispute Notice to the Schemes Adjudicator.
(b) The Schemes Adjudicator shall determine:
(i) whether the Scheme Claim the subject of the Dispute Notice is, either in whole or in part, an Established Scheme Claim; and
(ii) the Established Scheme Claim Amount, if any.
Procedure for Determination. 1.1 Within thirty (30) days after the Closing Date, the Purchaser shall procure that the Closing Accounts are prepared in accordance with this Schedule 10 and provided to the Seller. The Purchaser shall provide the Seller with all information that the Seller may reasonably request with respect to the Seller’s review of the Closing Accounts.
1.2 Within ten (10) days after its delivery of the Closing Accounts to the Seller, the Purchaser shall prepare and deliver to the Seller a statement (the “Draft Final Adjustment Statement”) setting forth the proposed amounts of: (i) Actual Net Working Capital as of the Closing Date; and (ii) the Actual Net Debt as of the Closing Date, each derived from the Closing Accounts, together with the resulting calculation of the Final Adjustment Amount (as defined below) prepared and agreed or determined in accordance with this Schedule 10. The Seller shall provide the Purchaser with all information that the Purchaser may reasonably request with respect to the Purchaser’s preparation of the Draft Final Adjustment Statement.
1.3 The Final Adjustment Amount in the Draft Final Adjustment Statement shall be calculated by the Purchaser, acting in good faith with respect to the underlying calculation, based on the following formula:
1. An amount equal to the amount, if any, by which the Actual Net Working Capital is greater than the Target Working Capital as of the Closing Date; provided that if the Actual Net Working Capital is less than the Target Working Capital as of the Closing Date, the Parties agree that such amount shall instead be represented as zero (0) for the purposes of this subparagraph; minus
2. An amount equal to the amount, if any, by which the Actual Net Working Capital is less than the Target Working Capital as of the Closing Date; provided that if the Actual Net Working Capital is greater than the Target Working Capital as of the Closing Date, the Parties agree that such amount shall instead be represented as zero (0) for the purposes of this subparagraph; minus
3. An amount equal to the amount, if any, by which the Actual Net Debt is greater than zero as of the Closing Date; provided that if the Actual Net Debt is less than zero as of the Closing Date, the Parties agree that such amount shall instead be represented as zero (0) for the purposes of this subparagraph; plus
4. An amount equal to the amount, if any, by which the Actual Net Debt is less than zero as of the Closing Date, stated as a positive number; prov...