Resolution Between the Parties. If the Indemnifying Party delivers a Response Notice indicating that there is a Contested Amount, the parties shall attempt in good faith to resolve the dispute related to the Contested Amount within thirty (30) Business Days of the date on which the Indemnifying Party delivers such Response Notice (the “Dispute Resolution Period”, and together with the Response Period, the “Dispute Period”). If the parties resolve such dispute within the Dispute Resolution Period, such resolution shall be binding on the parties and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by such Indemnitee and the Indemnifying Party, and delivered to the Escrow Agent during the Escrow Period and (if the Indemnifying Party is a Selling Shareholder), (i) Purchaser shall within five (5) Business Days setoff the Stipulated Amount due to such Indemnitee against the due IPO Payment or Non-IPO Payment, as applicable, and the amount of the shares held in escrow by the Escrow Agent shall be reduced proportionately; or (ii) during the Escrow Period the parties shall, within five (5) Business Days following the execution of such settlement agreement, jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Stipulated Amount to such Indemnitee from the Escrow Fund, provided that, to the extent that the Stipulated Amount cannot be setoff in full out of the portion of the IPO Payment or Non-IPO Payment, as applicable, or satisfied from the Escrow Fund attributable to such indemnifying Selling Shareholder, or if the IPO Payment or Non-IPO Payment, as applicable, has been paid and the Escrow Period has expired, or if the Indemnifying Party is Purchaser, the particular Indemnifying Party(ies)that is/are responsible for satisfying such claim shall, within five (5) Business Days pay the balance of the Stipulated Amount to the Indemnitee subject to the limitations set forth in this Section 8.
Resolution Between the Parties. If the Securityholders’ Agent delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Securityholders’ Agent and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee and the Securityholders’ Agent resolve such dispute, then their resolution of such dispute shall be binding on the Securityholders’ Agent, the Indemnitors and such Indemnitee and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by the Indemnitee and the Securityholders’ Agent. Following the execution of such settlement agreement: (i) Parent shall be entitled to retain indefinitely, and have no obligation to issue, from the Indemnity Holdback a number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to (1) the Stipulated Amount, divided by (2) the Holdback Parent Trading Price; and (ii) if the amount available in the Indemnity Holdback is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 9.3(c), each Indemnitor shall, within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in the settlement agreement), pay such Indemnitor’s Indemnification Percentage of the amount of such shortfall to the Indemnitee.
Resolution Between the Parties. The Parties will attempt in good faith to resolve any claim, dispute or other matter in question arising out of or relating to this Agreement (“Dispute”) promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Either Party may give the other Party written notice of any Dispute not resolved in the normal course of business. Within fifteen (15) calendar days after delivery of the notice, the receiving Party will submit to the other a written response. The notice and response will include with reasonable particularity (a) a statement of each Party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that Party and of any other person who will accompany the executive. Within thirty (30) calendar days after delivery of the notice, the executives of both Parties will meet at a mutually acceptable time and place.
Resolution Between the Parties. If the Holder Representative delivers to the Purchaser Indemnified Party a Response Notice indicating that there is a Contested Amount, the Holder Representative and Purchaser Indemnified Party shall attempt in good faith to resolve the dispute related to the Contested Amount. If Purchaser Indemnified Party and the Holder Representative resolve such dispute, such resolution shall be binding and a settlement agreement stipulating the amount owed to the Purchaser Indemnified Parties (the “Stipulated Amount”), shall be signed by Purchaser and the Holder Representative, and (i) during the applicable Escrow Period, the Holder Representative shall notify the Escrow Agent thereof, or (ii) after expiration of the applicable Escrow Period, Indemnifying Persons shall within forty-five (45) Business Days following the execution of such settlement agreement pay the Stipulated Amount to the Purchaser Indemnified Parties subject to the limitations set forth herein and in accordance with their respective Indemnity Pro Rata Share. If the Holder Representative and Purchaser are unable to resolve the dispute related to the Contested Amount, each of the Holder Representative or the Purchaser may refer to the dispute for resolution in accordance with Section Section 12.06.
Resolution Between the Parties. In the first instance the employee should raise concerns with their manager with the intention that the manager and employee will attempt to resolve their differences by direct resolution, including as deemed appropriate using a facilitated process to support the manager and employee to agree a sustainable solution to the issue. The manager will provide reasons for the allocation and discuss how consistent it is with the workload model and the equitable distribution of the workload with the unit or area. The employee may request in writing a worksheet comparing the employee’s workload allocation in percentage time with other staff. If the employee genuinely believes on reasonable grounds that their health and safety is, or is reasonably likely to be impaired by the workload issues they are concerned about, the employee may use the University’s Incident and Hazard Reporting System in MasseySAFE to raise their concern and the matter will be subject to the usual incident investigation process, which is a no-blame process. Following any such process, the findings and any recommendations will be referred to the manager and employee to inform their joint resolution of the issues.
Resolution Between the Parties. The parties will attempt to resolve their differences by direct resolution or through the assistance of a mediator. The mediator will be mutually agreed upon by the parties to the dispute, and where necessary will be provided by the University.
Resolution Between the Parties. If the Addressee delivers a Response Notice indicating that there is a Contested Amount, the respective Shareholder Representative, or, in case of a dispute between Purchaser and specific Selling Shareholders, such specific Selling Shareholders, and the Purchaser shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Purchaser and the respective Shareholders Representative or such Selling Shareholder, as applicable, resolve such dispute, such resolution shall be binding on the respective Shareholders Representative, the respective Selling Shareholders and the Purchaser and a settlement agreement stipulating the amount owed to the Indemnified Parties (the "Stipulated Amount") shall be signed by Purchaser and the respective Shareholders Representative or Selling Shareholder, as applicable, and the Stipulated Amount shall be disbursed pursuant to the terms of Section 10.04(c) as if such amount was an Agreed Amount.
Resolution Between the Parties. If the Holder Representative delivers a Response Notice indicating that there is a Contested Amount, the Holder Representative and the Purchaser shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Purchaser and the Holder Representative resolve such dispute, such resolution shall be binding on the Holder Representative, the Executing Selling Shareholders and the Purchaser and a settlement agreement stipulating the amount owed to the Indemnitee (the “Stipulated Amount”) shall be signed by such Purchaser and the Holder Representative. In the case of an Escrow Claim, Purchaser and Holder Representative shall, within three (3) Business Days following the execution of such settlement agreement, jointly execute and deliver to the Escrow Agent a written notice instructing the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Escrow Fund. In the case of a Direct Claim, the Executing Selling Shareholders shall, subject to the provisions set forth in Section 10.2(d), within 20 days following the execution of such settlement agreement, pay the Stipulated Amount to the Indemnitee.
Resolution Between the Parties. If any Response Notice expressly indicates that there is a Contested Claim or a Contested Amount, the Indemnitor and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Claim or Contested Amount. If the Indemnitor and the Indemnitee resolve such dispute in full in a final, definitive, written agreement between the Indemnitor and the Indemnitee stipulating the amount owed to such Indemnitee (the “Stipulated Amount”), then such resolution shall be binding on the Indemnitor and such Indemnitee. The Indemnitor shall pay, within ten (10) Business Days of finalizing such Stipulated Amount, the Stipulated Amount to the Indemnitee.
Resolution Between the Parties. If any Response Notice indicates that there is a Contested Amount, the Seller and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Seller and the Indemnitee resolve such dispute, such resolution shall be binding on the Seller and such Indemnitee and a settlement agreement stipulating the amount owed to such Indemnitee (the “Stipulated Amount”) shall be signed by such Indemnitee and the Seller. Unless the Indemnitee shall fully recover such Stipulated Amount from the Escrow Fund, the Seller shall within three (3) Business Days of execution of such settlement agreement, transmit to the Purchaser the Stipulated Amount (or the remainder thereof after recovery from the Escrow Fund) by wire transfer of immediately available funds to an account designated by Purchaser. If the Seller and the Indemnitee fail to enter into a settlement agreement within 30 (thirty) days of receipt of the Response Notice, or if no Response Notice is received by the Indemnitee from the Seller prior to the expiration of the Dispute Period, then the Indemnitee shall be entitled to pursue any remedies available to Purchaser in accordance with applicable law, and inter alia, to commence a suit to resolve such contest in accordance with Section 11.4 hereto, within 30 (thirty) days from the lapse of such period.
