Resolution of Repurchase Disputes Sample Clauses

Resolution of Repurchase Disputes. (a) If the Trustee or any Investor Certificateholder (the “Requesting Party”) requests that (i) a Transferor accept reassignment of any Receivable pursuant to the terms of this Agreement due to an alleged breach of a representation or warranty herein or (ii) an Account Owner accept reassignment of any Receivable pursuant to the terms of the applicable Receivables Purchase Agreement due to an alleged breach of a representation or warranty therein (such Transferor or Account Owner, as applicable, the “Representing Party”), and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of notice of such repurchase request by the Representing Party, then the Requesting Party shall have the right to refer the matter, at its discretion, to either mediation or non-binding third-party arbitration or to binding third-party arbitration, and the Representing Party shall agree to the selected resolution method. (b) At the conclusion of the 180-day period described in clause (a) above, the Representing Party shall provide notice informing the Requesting Party of the status of its request. However, in the absence of any such notice, the Requesting Party is permitted to presume that its request remains unresolved. (c) In order to exercise its right under clause (a) above, the Requesting Party must provide the Representing Party written notice of its intention to refer the matter to mediation or arbitration within 30 days of the conclusion of the 180-day period described in clause (a) above. If the Requesting Party is an Investor Certificateholder, the Representing Party shall have the right to request from such Requesting Party verification that such Requesting Party is in fact a Holder of a beneficial interest in the Investor Certificates in the form of (x) a written certification from such Investor Certificateholder that it is a Holder of a beneficial interest in an Investor Certificate, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document; provided, however, that if the requesting Investor Certificateholder is a Certificateholder of record on the related Record Date, no such verification of ownership shall be required. (d) If the Requesting Party selects mediation as the resolution method, the mediation shall be administered by a nationally recognized mediation association mutually agreed upon by the Representing Party and the Re...
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Resolution of Repurchase Disputes. TRS shall cooperate with the Requesting Party in connection with any dispute resolution proceeding commenced pursuant to Section 2.18 of the Transfer Agreement and shall comply with any obligations of the “Representing Party” applicable to it thereunder. RFC VIII hereby agrees to provide TRS with the opportunity to exercise any rights of RFC VIII pursuant to the Transfer Agreement with respect to any dispute resolution proceeding commenced pursuant to Section 2.18 of the Transfer Agreement to the extent the related dispute relates to the representations and warranties of TRS contained in Section 4.02.
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Resolution of Repurchase Disputes. FSB shall cooperate with the Requesting Party in connection with any dispute resolution proceeding commenced pursuant to Section 4.09 of the Pooling and Servicing Agreement and shall comply with any obligations of the “Representing Party” applicable to it thereunder. RFC IV hereby agrees to provide FSB with the opportunity to exercise any rights of RFC IV pursuant to the Pooling and Servicing Agreement with respect to any dispute resolution proceeding commenced pursuant to Section 4.09 of the Pooling and Servicing Agreement to the extent the related dispute relates to the representations and warranties of FSB contained in Section 4.02.
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Resolution of Repurchase Disputes. FSB shall cooperate with the Requesting Party in connection with any dispute resolution proceeding commenced pursuant to Section 2.18 of the Transfer Agreement and shall comply with any obligations of the “Representing Party” applicable to it thereunder. TRS hereby agrees to provide FSB with the opportunity to exercise any rights of TRS pursuant to the TRS-RFC VIII Transfer Agreement with respect to any dispute resolution proceeding commenced pursuant to Section 2.18 of the Transfer Agreement to the extent the related dispute relates to the representations and warranties of FSB contained in Section 4.02.
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Resolution of Repurchase Disputes. Centurion shall cooperate with the Requesting Party in connection with any dispute resolution proceeding commenced pursuant to Section 2.18 of the Transfer Agreement and shall comply with any obligations of the “Representing Party” applicable to it thereunder. TRS hereby agrees to provide Centurion with the opportunity to exercise any rights of TRS pursuant to the TRS-RFC VIII Transfer Agreement with respect to any dispute resolution proceeding commenced pursuant to Section 2.18 of the Transfer Agreement to the extent the related dispute relates to the representations and warranties of FSB contained in Section 4.02.
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Resolution of Repurchase Disputes. Centurion shall cooperate with the Requesting Party in connection with any dispute resolution proceeding commenced pursuant to Section 4.09 of the Pooling and Servicing Agreement and shall comply with any obligations of the “Representing Party” applicable to it thereunder. RFC III hereby agrees to provide Centurion with the opportunity to exercise any rights of RFC III pursuant to the Pooling and Servicing Agreement with respect to any dispute resolution proceeding commenced pursuant to Section 4.09 of the Pooling and Servicing Agreement to the extent the related dispute relates to the representations and warranties of Centurion contained in Section 4.02.
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Resolution of Repurchase Disputes. The Seller shall cooperate with the Requesting Party in connection with any dispute resolution proceeding commenced pursuant to Section 2.18 of the Transfer Agreement and shall comply with any obligations of the “Representing Party” applicable to it thereunder. TRS hereby agrees to provide the Seller with the opportunity to exercise any rights of TRS pursuant to the TRS-RFC VIII Transfer Agreement with respect to any dispute resolution proceeding commenced pursuant to Section 2.18 of the Transfer Agreement to the extent the related dispute relates to the representations and warranties of FSB contained in Section 4.02.
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Resolution of Repurchase Disputes. The Seller shall cooperate with the Requesting Party in connection with any dispute resolution proceeding commenced pursuant to
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Resolution of Repurchase Disputes. The Seller shall cooperate with the Requesting Party in connection with any dispute resolution proceeding commenced pursuant to Section 4.09 of the Pooling and Servicing Agreement and shall comply with any obligations of the “Representing Party” applicable to it thereunder. The Purchaser hereby agrees to provide the Seller with the opportunity to exercise any rights of the Purchaser pursuant to the Pooling and Servicing Agreement with respect to any dispute resolution proceeding commenced pursuant to Section 4.09 of the Pooling and Servicing Agreement to the extent the related dispute relates to the representations and warranties of the Seller contained in Section 4.02.
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Related to Resolution of Repurchase Disputes

  • Governing Law; Resolution of Disputes This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, if the Executive is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

  • GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION All disputes arising under this agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this agreement to arbitration in Boston, Massachusetts before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the Commonwealth of Massachusetts. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent the party from obtaining an injunction.

  • Full Settlement; Resolution of Disputes (a) The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 6(a)(ii) of this Agreement, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. (b) If there shall be any dispute between the Company and the Executive (i) in the event of any termination of the Executive's employment by the Company, whether such termination was for Cause, or (ii) in the event of any termination of employment by the Executive, whether Good Reason existed, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause or that the determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 6(a) of this Agreement as though such termination were by the Company without Cause or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

  • Resolution of Conflicts; Arbitration (i) In case the Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate), either Parent or the Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

  • Disputes Resolution It is the intent of the parties to communicate on a regular basis in a positive and effective manner. The parties agree to communicate areas of concern as they arise and to address those concerns in a professional manner. Any disputes between the Commission and the School which arise under, or are by virtue of, this Contract and which are not resolved by mutual agreement, shall be decided by the full Commission in writing, within 90 calendar days after a written request by the School for a final decision concerning the dispute; provided that where a disputes resolution process is defined for a particular program area (e.g., IDEA, Section 504, etc.), the Parties shall comply with the process for that particular program area; and further provided that the parties may mutually agree to utilize the services of a third-party facilitator to reach a mutual agreement prior to decision by the full Commission. Subject to the availability of an appeal under Ch. 302D, HRS, or BOE administrative rules or procedures, any such decision by the full Commission shall be final and conclusive.

  • Governing Law; Disputes 15.1 The laws of the State of New York, U.S.A. govern this Agreement, and the relationships created by it, except for its laws regarding conflicts of law and arbitrability; the Federal Arbitration Act governs all issues of arbitrability. Neither party may bring a claim more than two years after the underlying cause of action first accrues. 15.2 Each party agrees to give the other prompt written notice of any claim, controversy, or dispute arising under or related to this Agreement, and both parties agree to engage in good faith discussions to resolve the matter. If that fails to resolve the matter promptly, upon the election of either party, the parties will participate in a non-binding mediation before a mutually agreed mediator. Any controversy, claim or dispute which is not resolved through the procedures set forth above within 60 days following the initial notice (or such longer period as the parties may agree) will be resolved by arbitration before a sole arbitrator who is an attorney, under the then-current Commercial Arbitration Rules of the American Arbitration Association. The duty and right to arbitrate will extend to any employee, officer, director, shareholder, agent, or affiliate, of a party to the extent that right or duty arises through a party or is related to this Agreement. The decision and award of the arbitrator will be final and binding, and the award rendered may be entered in any court having jurisdiction. The arbitrator is directed to hear and decide potentially dispositive motions in advance of a hearing on the merits by applying the applicable law to undisputed facts and documents. The arbitration will be held in Atlanta, Georgia, U.S.A. This Section 15.2, and the obligation to mediate and arbitrate, will not apply to claims for infringement, misappropriation or misuse of a party’s intellectual property or Confidential Information, or collection of sums owed to NCR Voyix under this Agreement. A party may at any time seek from a court of competent jurisdiction an injunction or other equitable relief in aid of arbitration. The arbitrator will not have authority to award punitive damages, non- compensatory damages, or any damages other than direct damages, nor have authority to award direct damages inconsistent with the limitations and exclusions set forth in this Agreement. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

  • Resolution of Disputes Choice of Law (a) This Transition Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to the principles of conflicts of law. (b) All suits, actions or proceedings arising out of or relating to this Transition Agreement shall be brought in a state or federal court located in San Francisco County, California, which courts shall be the exclusive forum for all such suits, actions or proceedings. Executive and the Company hereby waive any objection which either of Executive may now or hereafter have to the laying of venue in any such court, including any claim based on the doctrine of forum non conveniens or any similar doctrine, for any such suit, action or proceeding. Executive and the Company each hereby irrevocably consent and submit to the jurisdiction of the federal and state courts located in San Francisco County, California for the purposes of any suit, action or proceeding arising out of relating to this Transition Agreement. If any action is necessary to enforce the terms of this Transition Agreement, the substantially prevailing party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled (c) EXECUTIVE AND THE COMPANY EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING UNDER THIS TRANSITION AGREEMENT OR RELATED IN ANY WAY TO EXECUTIVE’S EMPLOYMENT AND/OR TO THE TERMINATION OF EXECUTIVE’S EMPLOYMENT AND AGREE THAT ANY SUCH SUIT, ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

  • DISPUTES RESOLUTION PROCEDURE 10.1 A major objective of this Agreement is to eliminate lost time and/or production arising out of disputes or grievances. The Parties to this Agreement are committed to complying with the terms of this procedure.

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