Reference to Expert. 5.1 The Expert is a person appointed in accordance with this paragraph 5 to resolve a dispute arising under paragraph 3.
5.2 In respect of any matters included in the Dispute Notice on which no agreement is reached within the Resolution Period, such matters will be referred, on the application of either the Buyer or the Sellers to the Expert for determination.
5.3 The Buyer and the Sellers will agree on the appointment of an independent expert to act as the Expert.
5.4 If the Buyer and the Sellers are unable to agree on an Expert within 10 Business Days of either of them serving details of a suggested expert on the other, either the Buyer or the Sellers may request the president for the time being of the Institute of Chartered Accountants in England and Wales to appoint an accountant of repute and with relevant experience as the Expert.
5.5 The Buyer and the Sellers must co-operate with each other and must take all reasonable action as is necessary to ensure that the terms of appointment of the Expert will enable the Expert to give effect to and act in accordance with the provisions of this paragraph 5.
5.6 The Buyer and the Sellers are each entitled to make at least one written submission to the Expert and to reply once in writing to the other party’s submission and must provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.
5.7 The Expert will prepare a written decision and give notice (including a copy) of the decision to the Buyer and the Sellers within a maximum of 2 months of the matter being referred to him (or such other period as the Buyer and the Seller may agree in writing with the Expert).
5.8 Within 5 Business Days of the Expert’s decision, the Buyer must deliver or procure the delivery (in either case in accordance with clause 12 (Notices)) to the Sellers of a revised Completion Statement incorporating such adjustments as have been determined by the Expert. The revised Completion Statement will be final and binding on the Buyer and the Sellers from the date of its delivery to the Sellers.
5.9 If the Expert is unable for whatever reason to act, or does not deliver the decision within the time required by paragraph 5.7 the Buyer and the Sellers will ensure that a replacement expert is appointed in accordance with the provisions of paragraph 5.4.
5.10 All matters under this paragraph 5 will be conducted, and the Expert’s decision will be wri...
Reference to Expert. Any disagreement between the Parties regarding matters relating to the provisions of this Article IX or Exhibit B shall, unless subject to the authority of the Relevant Authority, be determined by an expert in accordance with Article XIV.
Reference to Expert. 3.1 In respect of any matters included in the Dispute Notice on which no agreement is reached within the Resolution Period, such matters will be referred, on the application of either the Buyer or the Sellers, to the Expert for determination. The Expert will act as an expert and not as an arbitrator.
3.2 If the Buyer and the Sellers are unable to agree on an Expert within 5 Business Days, either the Buyer or the Sellers may request the president for the time being of the Institute of Chartered Accountants in England and Wales to appoint an accountant of repute and with relevant experience as the Expert.
3.3 The Expert’s decision will be communicated in writing to the Sellers and the Buyer. Within 5 Business Days of the Expert’s decision, the Sellers must send to the Buyer a revised Completion Statement and/or Reconciliation Statement (as appropriate) incorporating such adjustments (if any) as have been determined by the Expert and that Completion Statement and/or Reconciliation Statement will be final and binding on the Buyer and the Sellers from the date of its delivery to the Buyer.
3.4 Each party shall bear its own costs in relation to the reference to the Expert. The Expert will direct that his fees shall be borne by the parties on the general principle that costs should follow the event on a proportionate basis, except where it appears to the Expert that, in the circumstances, this is not appropriate in relation to the whole or part of such costs.
Reference to Expert. If after twenty (20) Working Days after the issue of the Amendment Notice, any matters in Clauses 15.3 and Clause 15.4 remain not agreed by the Parties, the failure to agree shall be a Dispute. The Authority shall promptly refer the Dispute to an Independent Expert to determine.
Reference to Expert. If a dispute between the parties has not been resolved within [ * * * ] Business Days of it arising, it shall be referred to an Expert for resolution.
Reference to Expert. 12 12.2 Expert's instructions .................................................... 12 12.3 Procedure ................................................................ 12 12.4 Conclusiveness of report ................................................. 12 12.5 Costs .................................................................... 12
Reference to Expert. 30.1 Any matter or dispute relating to this agreement which is to be determined by expert’s decision shall be referred to a suitably qualified and experienced person (Expert) nominated either jointly by the Parties, or failing agreement between them within ten (10) Business Days after the service by one Party on the other of a written request to agree the Expert, on the application of either of them by the President for the time being (or, if he is not available, the next most senior officer) of the Law Society in England and Wales or any successor body.
30.2 The Expert shall act as expert and not as an arbitrator and Expert's decision is not a quasi‐ judicial procedure.
30.3 The Expert's fees shall be payable by the Party the Expert determines but in the absence of determination, in equal shares.
30.4 The referral to an Expert shall not constitute grounds entitling either Party to suspend performance of this agreement.
30.5 The terms of appointment of the Expert shall include:
30.5.1 a commitment by the Parties to supply the Expert with the assistance, documents and information he requires for the purpose of his determination;
30.5.2 a requirement on the Expert to hold professional indemnity insurance both then and for three years following the date of his determination;
30.5.3 and a requirement to give his decision within twenty (20) Business Days after his appointment, or if longer, a reasonable period.
30.6 Unless or until the relevant dispute or matter is finally determined by the English Courts, the Expert's determination shall be final and binding on the Parties in the absence of manifest error.
30.7 Except for any Party's right to seek interlocutory relief in the courts, no Party may commence legal proceedings whilst an Expert has been appointed under this agreement.
Reference to Expert. If the Parties fail to agree under Clause 24.1 on whether or not any such amendments are necessary or appropriate or the nature or extent of any such amendments, then after 60 days from the date on which the written request was given, either Party may notify the other Party of its decision to refer the matter to the Expert for determination in accordance with Clause 23 by giving a notice to the other Party.
Reference to Expert. If any Technical Dispute has been referred to the procedures described in Section 14 above, and either no resolution has been reached or the other party has failed to participate, then the Technical Dispute shall be referred to an independent technical expert having no commercial inter- est in either party or in any major competitor of either party, and who is suitably qualified by virtue of expert technical knowledge and information in automated fleet-fueling to make a professional determination upon the Technical Dispute and, in such event, the following shall apply:
(a) upon selection of an expert then:
(i) each party shall cooperate fully with the expert in the provision of in- formation necessary to enable him to make his determination, save that neither party shall be obliged to disclose information of a secret or con- fidential nature not in the public domain, save with its own express consent, which may be conditioned upon such undertakings or warran- ties as are reasonably necessary to preserve the secrecy of the informa- tion provided.
(ii) either party may make such representations to the expert in relation to the matters referred to him for determination as it sees fit, but shall conclude such representations within 20 days of the appointment of the expert.
(iii) the expert shall act as expert and not as arbitrator, and his determination shall be final only as to technical facts—i.e., warranty deficiency or conformity or nonconformity with Performance Criteria.
(b) the determination of the expert shall be confined to the matters of technical fact which are in dispute, and any dispute on a point of law shall not be de- termined by him.
(c) this clause and any reference hereunder shall not prevent any party from obtaining in appropriate circumstance any interim temporary or preliminary injunction or other equitable relief. 8Since this agreement was supposed to last for three years, the emphasis was on the negotiation of disputes, notice provisions with grace periods, the submission of technical issues to an expert for resolution, and the submission of the remain- ing issues to arbitration.
Reference to Expert. Any dispute between the Parties with respect to matters addressed in Article XIV shall be resolved pursuant to Section 16.5(b).
