RESOLUTION BY THE JSC AND CEOS Sample Clauses

RESOLUTION BY THE JSC AND CEOS. Unless otherwise specifically recited in the relevant Agreement, any Disputes relating to the Agreements shall be first referred to the JSC by either Party at any time after such Dispute has arisen; provided, however, that any Dispute relating to the scope, validity or enforceability of an Alkermes Patent, Alkermes Manufacturing Patent, Cephalon Patent or Joint Patent may only be determined in accordance with Section 12.5 hereof. If the JSC is unable to resolve such a Dispute within [**] days of being requested by a Party to do so, unless otherwise agreed by the Parties, or the JSC is unable to resolve a Dispute among its members, either Party may present the Dispute to the Chief Executive Officer ("CEO")) of each of Alkermes and Cephalon for resolution by providing a dispute notice (the "Dispute Notice") to the CEOs and the other Party. The Dispute Notice shall set concisely forth the Dispute, the Parties' respective positions, and the specific relief requested. If the Party providing the Dispute Notice (the "Complaining Party") contends that the dispute is a Reserved Dispute as defined in Section 12.2 below, the Dispute Notice shall so state. Within [**] days after receipt of the Dispute Notice, the other Party (the "Responding Party") shall provide a concise written response (the "Response") to the Dispute Notice to the CEOs and the Complaining Party. If the Responding Party does not agree with the Complaining ** CONFIDENTIAL TREATMENT REQUESTED Party's contention regarding whether the Dispute is a Reserved Dispute, the Response shall so state. The CEOs shall attempt to resolve the Dispute within [**] days after their receipt of the Response. If the Dispute Notice and Response indicate that the Parties are in disagreement about whether a Dispute is a Reserved Dispute, the CEOs shall also attempt to resolve that disagreement. In the event that the CEO's cannot resolve a Dispute within this period, unless otherwise agreed by the Parties, [**] and any other Dispute may be referred by either Party to arbitration in accordance with Section 12.3 upon written notice to the other Party. [**].
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Related to RESOLUTION BY THE JSC AND CEOS

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.

  • Action by the Committee The parties agree that the interpretation of this Agreement shall rest exclusively and completely within the sole discretion of the Committee. The parties agree to be bound by the decisions of the Committee with regard to the interpretation of this Agreement and with regard to any and all matters set forth in this Agreement. The Committee may delegate its functions under this Agreement to an officer of the Company designated by the Committee (hereinafter the “Designee”). In fulfilling its responsibilities hereunder, the Committee or its Designee may rely upon documents, written statements of the parties or such other material as the Committee or its Designee deems appropriate. The parties agree that there is no right to be heard or to appear before the Committee or its Designee and that any decision of the Committee or its Designee relating to this Agreement shall be final and binding unless such decision is arbitrary and capricious.

  • Action by the Partners A. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners. The notice shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven days nor more than 30 days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of the Limited Partners or of the Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.1.

  • Cooperation by the Company If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

  • Delegation by the Board All of the powers, duties and responsibilities of the Board specified in this Agreement may, to the full extent permitted by applicable law, be exercised and performed by any duly constituted committee thereof to the extent authorized by the Board to exercise and perform such powers, duties and responsibilities.

  • Action by the Company The Company shall act only by or under the authority of its Member.

  • TERMINATION BY THE PARTIES This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors of the Company or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 19 through 31 of this Agreement shall survive termination of this Agreement.

  • Termination by the Corporation If the Executive’s employment is terminated by the Corporation upon the giving of written notice of such termination to the Executive at any time within the 6 month period following a Change of Control (other than for Just Cause, Disability or Death), then the Executive shall be entitled to the following:

  • Regulation by the Committee This Agreement and the Restricted Shares shall be subject to the administrative procedures and rules as the Committee shall adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement, shall be conclusive and binding upon the Awardee.

  • Confirmation by the Company The Company must provide written confirmation to the Underwriter that the Underwriter’s instructions to restrict or prohibit trading have been executed. The Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.

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