Referral to Senior Officers Clause Samples

Referral to Senior Officers. 25.2.1 Subject to Clause 25.5, if the Minority Protection Matter is not resolved to the reasonable satisfaction of either of the Shareholders within 10 Working Days after receipt of the Minority Protection Notice then: (a) within 20 Working Days, Capco shall nominate (by written notice to JVCo) 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 JVCo) 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 Directors (acting collectively) and the TfL Directors (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. 25.2.2 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 JVCo. Following receipt of such statement by JVCo, the Directors shall procure that such resolution or disposition is fully and promptly carried into effect. 25.2.3 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 Shareholders and the provisions of Clause 25.3 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. If the JOC cannot resolve a matter within its jurisdiction within thirty (30) days, after it begins discussing any such delegated matter (a “Committee Deadlock”), then the JOC shall escalate such Committee Deadlock to the Senior Officers for resolution. If following consideration by the Senior Officers there is still no consensus, then within thirty (30) days (or such longer period as the Senior Officers may agree upon), ****. Notwithstanding the foregoing, in no event shall ****.

Referral to Senior Officers. If, within thirty (30) calendar days of delivery of the Deadlock Notice, the Shareholders have failed to resolve the Deadlock, (a) two senior representatives of Cerberus and/or Cerberus Capital Management, L.P. (including at least one managing director of Cerberus) and (b) two senior representatives of Orion (including the chief executive or equivalent officer of Orion) shall be provided with a copy of the Deadlock Notice and copies of all of the memoranda prepared pursuant to clause 9.2 and shall meet in person as soon as reasonably practicable, together with such advisors as either of them thinks necessary or appropriate to discuss the Deadlock and use all reasonable endeavours to resolve it. If the matter is resolved, the Shareholders shall sign a statement setting out the terms of the agreed resolution and shall procure that all relevant actions are taken by the Company to carry out such agreed resolution without delay.

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 Notice is given pursuant to Section 19.1, 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 Weichai will be its legal representative and the designated senior officer of B▇▇▇▇▇▇ will be its President and CEO, unless otherwise Notified from time to time. The Parties further agree that at any time after the date of the Notice delivered pursuant to Section 19.1, either Party may refer the dispute for mediation under the auspices and in accordance with the Rules of the Shanghai Commercial Mediation Center.