Referral to Senior Officers Clause Samples

Referral to Senior Officers. 26.2.1 Subject to 26.5 if the Minority Protection Matter is not resolved to the reasonable satisfaction of either of the Members within 10 Working Days after receipt of the Minority Protection Notice then: (a) within 20 Working Days, Capco shall nominate (by written notice to JV LLP) the then current Chief Executive or other senior officer of Capco‟s ultimate holding company who has the authority of Capco to resolve the Minority Protection Matter on behalf of Capco (the “Capco Senior Officer”) and TfL shall nominate (by written notice to JV LLP) the then current Chief Executive or other senior officer of TfL‟s ultimate holding company who has the authority of TfL to resolve the Minority Protection Matter on behalf of TfL (the “TfL Senior Officer”); and (b) the Capco Representatives (acting collectively) and the TfL Representatives (acting collectively) will, immediately thereafter, each prepare and contemporaneously serve on both the Capco Senior Officer and the TfL Senior Officer a memorandum setting out their respective positions on the Minority Protection Matter and the reasons for adopting such position (a “Memorandum”). Thereafter, the Capco and TfL shall procure that the Capco Senior Officer and the TfL Senior Officer (respectively) each consider both Memoranda and use all reasonable endeavours to resolve the Minority Protection Matter. 26.2.2 If the Capco Senior Officer and the TfL Senior Officer agree on a resolution or disposition of the Minority Protection Matter within 10 Working Days of receipt of the Memoranda (the “Resolution Period”), Capco shall procure that the Capco Senior Officer will, and TfL shall procure that the TfL Senior Officer will, jointly draft and sign a statement setting out the terms of such resolution or disposition and serve the same on JV LLP. Following receipt of such statement by JV LLP, the Representatives shall procure that such resolution or disposition is fully and promptly carried into effect. 26.2.3 If the Capco Senior Officer and the TfL Senior Officer do not resolve the matter in dispute within the Resolution Period then the Minority Protection Matter is referred back to the Members and the provisions of Clause 26.3 shall apply.

Referral to Senior Officers. Except as otherwise provided in this Agreement, if a dispute arises between the Parties in connection with or relating to this Agreement, a Project Schedule or any document or instrument delivered in connection herewith or therewith (each, a “Dispute”), then either Party shall have the right to refer such Dispute to the Senior Officers for attempted resolution by good faith negotiations during a period of thirty (30) days following referral to the Senior Officers (the “Officer Resolution Period”).

Referral to Senior Officers. If a Dispute Notice is given, the senior officers of each of the parties shall initiate discussions with a view to settling the issue or matter. A decision reached by such Senior Officers and communicated by them in writing to the parties will be binding on the parties and will be implemented.

Referral to Senior Officers. Except as provided in Section 12.8, if a dispute arises between the Parties in connection with or relating to this Agreement (including the Work Plan), or any document or instrument delivered in connection herewith (each, a “Dispute”), then either Party shall have the right to refer such Dispute to the Senior Officers for attempted resolution by good faith negotiations during a period of [***]. For clarity, matters that are subject to the provisions of Section 12.9 shall not be referred to Senior Officers for resolution.

Referral to Senior Officers. Within 10 Working Days following the date of the service of a Capco Conflict Matter Notice, provided that the Members have not agreed in writing on the course of action to be taken in relation to the matter referred to in the Capco Conflict Matter Notice, such matter shall be referred to the Senior Officers of Capco and TfL to seek a resolution.

Referral to Senior Officers. Should a dispute arise that the Parties cannot resolve satisfactorily within ten (10) days after being informed thereof in accordance with Section 1 hereof, a Party may deliver to the other Party written notice of the dispute with supporting documentation as to the circumstances leading to the dispute (“Notice of Dispute”). The Notice of Dispute shall include a schedule of the availability of the notifying Party’s senior officers duly authorized to settle the dispute (“Senior Officers”) during the thirty (30) day period following the delivery of the Notice of Dispute. Within seven (7) days after delivery of the Notice, the other Party shall provide a schedule of the availability of such other Party’s Senior Officers during the remainder of the thirty (30) day period following the delivery of the Notice of Dispute. Following delivery of the Senior Officers’ schedules of availability, the Senior Officers shall meet and confer as often as they deem reasonably necessary during the remainder of the thirty (30) day period in good faith negotiations to resolve the dispute amicably. The Parties in their sole discretion may also agree to utilize the service of a mediator pursuant to a joint engagement.

Referral to Senior Officers. If Notice is given pursuant to Section 11.2, a Party may ask a designated senior officer of each of the Parties forthwith to initiate discussions with one another with a view to settling the Dispute. For this purpose, the designated senior officer of Audi shall be Head of Intellectual Property (I/FL-G) and the designated senior officer of ▇▇▇▇▇▇▇ shall be its President and CEO, unless otherwise notified from time to time.

Referral to Senior Officers. If the Parties are unable to settle a dispute themselves after good faith negotiation for at least 30 days from the date the dispute arose, then such dispute shall be referred to two senior officers, one from each of the parent companies of the Parties, one nominated by each Party, to resolve.

Referral to Senior Officers. If the JSC cannot resolve a material matter within its responsibilities by consensus (a "Committee Deadlock"), then such Committee Deadlock shall be escalated to the Senior Officers for further consideration; provided that such escalation and further consideration shall not prevent a Party from exercising its casting vote on the JSC or implementing any decision of the JSC following such escalation. Either Party shall have the right to select a Third Party who has experience of issues that are relevant to the disputed issue to present their views to the JSC which shall in good faith listen and consider such views. For the purpose of this clause 3.6, a matter shall be considered material if it might reasonably be expected to have a material adverse effect on the achievement of the milestones listed in clause 5.2(a). If the JSC is unable to resolve such dispute following such Third Party consultation, either Party may refer such dispute to the Senior Officers for resolution. If the Senior Officers are unable to resolve a Committee Deadlock within fifteen (15) Business Days after such matter is referred to them, Licensee shall have final decision-making authority with regard to such matter provided that in connection with such exercise of final decision-making authority: (i) Eloxx shall not be under an obligation to carry out activities under the Eloxx Transitional Plan if the costs of those activities are not to be reimbursed by Licensee pursuant to an approved budget, and (ii) Eloxx shall not be required to increase the number of FTEs allocated to the Eloxx Transitional Plan unless it so agrees in writing, and (iii) Licensee shall not have the final decision making authority with regard to any proposed amendment to the budget for ▇▇▇▇▇'s activities under the Eloxx Transitional Plan.