Resolution Between the Parties Sample Clauses
The "Resolution Between the Parties" clause establishes a process for the parties to address and resolve disputes or disagreements that may arise during the course of their agreement. Typically, this clause outlines steps such as negotiation, mediation, or other forms of alternative dispute resolution before resorting to litigation or arbitration. By providing a structured approach to conflict resolution, the clause helps prevent escalation, encourages cooperation, and aims to resolve issues efficiently without unnecessary legal proceedings.
Resolution Between the Parties. If the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, then the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee and the Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor) resolve such dispute, then their resolution of such dispute shall be binding on the Sellers’ Representative and the Indemnitors (or, in the case of an Individual Claim, to the applicable Indemnitor) 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 Sellers’ Representative (or, in the case of an Individual Claim, to the applicable Indemnitor). Within ten (10) Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in such settlement agreement):
(i) in the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Escrow Fund in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Escrow Fund is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Indemnity Share of the amount of such shortfall to the Indemnitee; and
(ii) in the case of an Individual Claim, at Purchaser’s election in its sole discretion, (A) (1) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Indemnitor’s Pro Rata Share of the Escrow Fund in accordance with this Section 11.6 and the Escrow Agreement; and (2) if the amount of such Indemnitor’s Pro Rata Share available in the Escrow Fund is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Indemnity Share of the amount of such shortfall to the Indemnitee or (B) subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Stipulated Amount to the Indem...
Resolution Between the Parties. If the Seller delivers a Response Notice to Parent prior to or on the expiration date of the Dispute Period indicating that there is a Contested Amount, the Seller and Parent shall attempt in good faith to resolve the dispute related to the Contested Amount. If Parent and the Seller resolve such dispute, then their resolution of such dispute shall be binding on the Seller, the Seller and Parent and a settlement agreement stipulating the amount owed to Parent (the “Stipulated Amount”) shall be signed by Parent and the Seller. Following the execution of such settlement agreement and subject to the limitations contained in this Section 12: (i) the number of Remaining Available Indemnity Holdback Warrants shall be reduced by a number of Pre-Funded Warrants having an aggregate value equal to (1) the Stipulated Amount divided by (2) the Parent Stock Price as of the Closing Date and the Seller shall permanently forfeit any right to receive any such portion of the Indemnity Holdback Warrants; and (ii) if the aggregate value of the Remaining Available Indemnity Holdback Warrants (as determined by dividing (1) the amount of Damages set forth in the Claimed Amount and (2) the Parent Stock Price as of the Closing Date) is insufficient to cover the full Claimed Amount, then, subject to the limitations provided for in this Section 12, Parent shall seek recourse for such shortfall in accordance with Section 12.7.
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. 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 Holder Representatives deliver a Response Notice indicating that there is a Contested Amount, the Holder Representatives and the Purchaser shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Purchaser and the Holder Representatives resolve such dispute, such resolution shall be binding on the Holder Representatives, the Participating Rights Holders and the Purchaser and a settlement agreement stipulating the amount owed to the Purchaser or Purchaser Indemnitee (the “Stipulated Amount”) shall be signed by such Purchaser and the Holder Representatives. In the case of an Escrow Claim, Purchaser and the Holder Representatives shall, within three 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 Purchaser Indemnitee from the Escrow Fund. In the case of a Direct Claim, the Participating Rights Holders shall, subject to the provisions set forth in Section 11.02(f), within 20 days following the execution of such settlement agreement, pay the Stipulated Amount to the Purchaser Indemnitee.
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 Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, then the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee and the Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) resolve such dispute, then their resolution of such dispute shall be binding on the Sellers’ Representative and the Indemnitors (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers) 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 Sellers’ Representative (or, in the case of (i) an Individual Claim, to the applicable Indemnitor or (ii) an Institutional Seller Claim, to the Institutional Sellers). Within 10 Business Days following the execution of such settlement agreement (or such shorter period of time as may be set forth in such settlement agreement):
(i) in the case of a Collective Claim: (A) Purchaser and the Sellers’ Representative shall instruct the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Indemnity Escrow Amount in accordance with this Section 11.6 and the Escrow Agreement; and (B) if the amount available in the Indemnity Escrow Amount is insufficient to cover the full Stipulated Amount, then, subject to the limitations provided for in Section 11.3, each Indemnitor shall pay such Indemnitor’s Pro Rata Share of the amount of such shortfall to the Indemnitee;
(ii) in the case of an Individual Claim, subject to the limitations provided for in Section 11.3, the applicable Indemnitor shall pay the Stipulated Amount to the Indemnitee; or
(iii) in the case of an Institutional Seller Claim, subject to the limitations provided for in Section 11.3(e), Purchaser and the Institutional Sellers shall instruct the Escrow Agent to pay the Stipulated Amount to the Indemnitee from the Special Esc...
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. If the Company delivers a Response Notice to the Indemnitee during the Dispute Period indicating that there is a Contested Amount, the Company and the Indemnitee shall attempt in good faith to resolve the dispute related to the Contested Amount. If the Indemnitee and the Company resolve such dispute, then their resolution of such dispute shall be binding on the Company 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 Company. The Company 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 the Stipulated Amount to the Indemnitee.