Resolutions of Disputes. (a) The Parties will use commercially reasonable efforts to resolve any dispute through good faith negotiations. If within […***…] of any dispute being notified to the other Party the dispute has not been satisfactorily concluded, then unless otherwise agreed, the Parties shall refer the dispute to the Chief Executive Officer of Chemtex and the Chief Executive Officer of Genomatica. If within […***…] of the dispute being referred to the individuals referenced in the prior sentence the dispute has not been 22 ***Confidential Treatment Requested satisfactorily concluded, then either Party may (but is not required to) refer the dispute for resolution pursuant to Section 14.14(b).
(b) Following negotiations pursuant to Section 14.14(a), any remaining dispute, controversy, or claim arising under, out of or relating to this JDA (and subsequent amendments thereof), its validity, binding effect, interpretation, performance, breach or termination, including tort claims, shall be finally determined by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, as in force at the time when the arbitration is initiated. The arbitral tribunal shall consist of three (3) mutually acceptable arbitrators. The place of arbitration shall be […***…]. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
Resolutions of Disputes. (a) If any dispute arises under this Agreement that is not settled promptly in the ordinary course of business, the parties shall seek to resolve any such dispute between them, first, by negotiating promptly with each other in good faith in face-to-face negotiations. These face-to-face negotiations shall be conducted by the respective designated senior management representative of each party. If the parties are unable to resolve the dispute between them within 20 business days (or such period as the parties shall otherwise agree) through these face-to-face negotiations, then any such disputes shall be resolved in the manner set forth in subsections (b) through (d) below.
(b) Any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, exceeds $1,000,000 Dollars (a "Summary Proceeding"), arising out of or relating to this Agreement or the breach, termination or validity thereof, shall be litigated exclusively in the Superior Court of the State of Delaware (the "Delaware Superior Court") as a summary proceeding pursuant to Rules 124-131 of the Delaware Superior Court, or any successor rules (the "Summary Proceeding Rules") for as long as such rules are in effect. Each of the parties hereto hereby irrevocably and unconditionally (i) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (ii) agrees not to commence any Summary Proceeding except in the Delaware Superior Court, (iii) waives, and agrees not to plead or to make, any objection to the venue of any Summary Proceeding in the Delaware Superior Court, (iv) waives, and agrees not to plead or to make, any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (v) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction over it, (vi) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute and (vii) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising out of or otherwise related to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof, and waives any and all rights to any such jury trial or to seek punitive damages.
(c) In the event any action, ...
Resolutions of Disputes. Any claim arising out of or relating to any relationship between Executive and the Company or any termination thereof, whether or not arising out of or relating to this Agreement, shall be resolved by binding confidential arbitration, to be held in Xxxxxxx or Philadelphia County, Pennsylvania in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration award shall be final and binding on the parties and enforceable by either party in a court of competent jurisdiction in the Commonwealth of Pennsylvania. Exclusive jurisdiction over entry of judgment upon arbitration award rendered shall be any court appropriate subject matter jurisdiction in the Commonwealth of Pennsylvania and the parties by this Agreement expressly subject themselves to the personal jurisdiction of said court for the entry of any such judgment, for the resolution of any dispute, action, or suit arising in connection with the entry of such judgment or to enforce the award as stated in the previous sentence. The prevailing party in any such arbitration will be entitled to receive from the other party its attorneys’ fees and other costs and expenses incurred by such party in connection with the arbitration in addition to any award or damage recovery.
Resolutions of Disputes. (a) If the Stockholders’ Representative (or Holdco pursuant to Section 3.6, as the case may be) shall have timely delivered an Objection Notice in accordance with the terms of this Agreement, then Holdco and the Stockholders’ Representative shall attempt to resolve the dispute subject to such Objection Notice as promptly as possible. If Holdco and the Stockholders’ Representative resolve such dispute, they shall deliver to the Escrow Agent a joint written notice (a “Settlement Notice”) to that effect signed by a duly authorized representative of each of Holdco and the Stockholders’ Representative. Such Settlement Notice shall direct the Escrow Agent to pay from the CVR Escrow Fund to Holdco, the CVR Agent or retain the amount in the CVR Escrow Account, if any, agreed to by both Holdco and the Stockholders’ Representative in settlement of such dispute. If Holdco and the Stockholders’ Representative fail to resolve such dispute within thirty (30) calendar days after receipt by Holdco (or the Stockholders’ Representative pursuant to Section 3.6, as the case may be) of the Objection Notice corresponding to such dispute, either party may at any time thereafter commence an arbitration in order to finally resolve such dispute.
(b) If Holdco or the Stockholders’ Representative commences arbitration pursuant to Section 3.7(a), such dispute shall be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the Award (as defined below) rendered by the arbitrators may be entered in any court having jurisdiction thereof. The number of arbitrators shall be three. The arbitrators must be independent of each party, meaning that neither they nor their current or past firm may have represented any party within the five (5) years preceding their appointment. The arbitrators shall be lawyers or retired judges. Within fifteen (15) days after the commencement of arbitration, each of Holdco and the Stockholders’ Representative shall select one person to act as arbitrator, and the two selected shall select a third arbitrator within fifteen (15) days of their appointment. If the arbitrators selected by Holdco and the Stockholders’ Representative are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association.
(c) The arbitrators shall only have the power to construe this Agreement, the applicable provisions of the Merger Agreement, the ap...
Resolutions of Disputes. Any claim arising out of or relating to any relationship between Executive and the Company or any termination thereof, whether or not arising out of or relating to this Agreement, shall be resolved by binding confidential arbitration, to be held in Fairfield, County, Connecticut in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect; provided, however, that this Section 10.8 will not apply in any manner to the Company's enforcement of the Non-competition Agreement or the Confidentiality Agreement. The arbitration award shall be final and binding on the parties and enforceable by wither party in a court of competent jurisdiction in the State of Connecticut. Exclusive jurisdiction over entry of judgment upon arbitration award rendered shall be any court appropriate subject matter jurisdiction in the State of Connecticut and the parties by this Agreement expressly subject themselves to the personal jurisdiction of said court for the entry of any such judgment, for the resolution of any dispute, action, or suit arising in connection with the entry of such judgment or to enforce the award as stated in the previous sentence. The costs of the arbitration shall be borne equally by the Company and the Executive.
Resolutions of Disputes. Any dispute, controversy or claim between the Parties arising out of this Contract or the breach, termination or invalidity thereof, unless settled amicably under the preceding paragraph of this Article within sixty (60) days after receipt by one Party of the other Party's request for such amicable settlement, shall be referred by either Party to arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. The place of arbitration shall be Nairobi. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in this Contract, the arbitral tribunal shall have no authority to award interest. The parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute.
Resolutions of Disputes. (i) If the Representative has denied liability for, or otherwise disputes, the Claimed Amount, in whole or in part, the Representative and Ampio, on behalf of the applicable Claimant, shall attempt to resolve such dispute as promptly as possible. If Ampio and the Representative resolve such dispute, they shall deliver to the Escrow Agent a Conceded Amount Notice signed by each of them. Such Conceded Amount Notice shall instruct the Escrow Agent to pay to the applicable Claimant the amount in Escrow Shares agreed to by both Ampio and the Representative in settlement of such dispute.
(ii) If Ampio and the Representative fail to resolve such dispute within thirty (30) calendar days after receipt by the Escrow Agent of the Response Notice corresponding to such dispute, (A) the issue of liability for any such dispute with respect to Claims made pursuant to Section 8.6 of the Merger Agreement may be submitted by any Party to arbitration by the American Arbitration Association, which arbitration will take place in Arapahoe County, State of Colorado, as described in the Merger Agreement, for the purposes of obtaining a final, conclusive and binding arbitration decision (a “Decision”). Such Decision shall contain the amount, if any, of the Party’s liability for the Claimed Amount as finally determined by such arbitration panel or, if the Decision is appealed to a court of competent jurisdiction, the amount ordered by such court to be paid with respect to any Party’s liability (the “Ordered Amount”).
Resolutions of Disputes. (a) The Parties will use commercially reasonable efforts to resolve any dispute through good faith negotiations. If within […***…] of any dispute being notified to the other Party the dispute has not been satisfactorily concluded, then unless otherwise agreed, the Parties shall refer the dispute to the President of T&L and the Chief Executive Officer of Genomatica. If within […***…] of the dispute being referred to the individuals referenced in the prior sentence the dispute has not been satisfactorily concluded,
Resolutions of Disputes. In the event of any dispute, controversy, claim or disagreement between Employee and the Company with respect to any alleged breach of this Agreement, the interpretation of this Agreement, or the rights or obligations of either party under this Agreement, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If they do not resolve the dispute, controversy, claim or disagreement within a period of 30 days, or such longer period as they may mutually agree, then such dispute, controversy, claim or disagreement shall be resolved pursuant to confidential binding arbitration in New York, New York by a panel of three neutral arbitrators. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association then in effect. Within 15 days after the initiation of arbitration, the parties shall select three neutral arbitrators, all of whom shall be members of a state bar actively engaged in the practice of law for at least 10 years. Either party may seek interim or preliminary relief from the arbitrators until an arbitration award is rendered or the controversy is otherwise resolved. Either party also may, prior to the establishment of the arbitral tribunal, and without waiving any remedy under this Agreement, seek interim or provisional relief that is necessary to protect the rights or property of that party. The arbitration award shall be made as promptly as practicable and in any event within nine months of the filing of the notice of intention to arbitrate, and the arbitrators shall agree to comply with this schedule before accepting appointment; provided, however, that this time limit may be extended by agreement of the parties or by the arbitrators if necessary. The award of the arbitrators shall be in writing, shall be signed by a majority of the arbitrators, and shall include findings of fact and the reasons for the disposition of each claim. In the award, the arbitrators shall allocate all of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys' fees of the prevailing party, against the non-prevailing party. This Section 12 shall not be construed to limit either party's right to obtain equitable relief with respect to any dispute and, pending a final arbitration by the arbitrators with respect to any such disputes, either party shall be entitled to obtain an...
Resolutions of Disputes. Any dispute, controversy, or claim arising out of or relating to this Agreement or the performance of the parties of its terms shall be referred to representatives of the parties for resolution between them, if possible. Such representatives may, if they so desire, consult outside experts for assistance in arriving at a resolution. Any such matter that is not resolved pursuant to the foregoing provisions or otherwise by agreement between the parties will be submitted for resolution by mediation. Any such matter that is not thereafter resolved by mediation shall be referred to and settled by binding arbitration. The arbitration will be held in Irvine, California, or at such other place as the parties shall mutually agree, and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Any award rendered shall be final and conclusive upon the parties, and a judgment may be entered in any court having jurisdiction. The costs and expenses of any such arbitration shall be charged equally among all participants in the arbitration proceedings.
