Solution of Conflicts Sample Clauses

Solution of Conflicts. 21st Clause- Any disagreement derived from this Contract, including the ones relative to its validity, range, interpretation, or application may be solved by arbitration, respecting the terms of First Paragraph and of the other Paragraphs below. First Paragraph - In case of disagreement, as described above any of the Parties may notify the other party, in the terms of 26th Clause, of the existence and content of the disagreement ("Disagreement Notice"). Counting from the date of the reception of the Disagreement Notice, each of the Parties shall have 5 (five) Working Days to indicate a representative to negotiate the solution to the disagreement. As soon as both Parties have indicated a delegate, and with a final deadline of 5 (five) Working Days counting from the reception of the Disagreement Notice, the Parties shall have 30 (thirty) days to reach an agreement regarding the disagreement. In case a deal is not drawn within this deadline by the delegates of the Parties, the disagreement shall be subject to arbitration in the terms and conditions below, being that any of the Parties may start the process. Second Paragraph- The court of arbitration shall be composed of 3 (three) referees, each of the Parties shall choose shall elect a referee, the third referee (who shall act as the President of the court of arbitration), being elected in agreement the two previously chosen referees. In case the two referees do not come to an agreement, the third referee shall be indicated by the President of the Chamber FGV Conciliation and Arbitration (Camara FGV de Conciliacao e Arbitragem). Third Paragraph - The court shall be located in the city of Sao Paulo and shall be administrated by the Chamber FGV Conciliation and Arbitration (Camara FGV de Conciliacao e Arbitragem), and its rules shall be obeyed in the process, keeping the established in the Federal law n. 9,307/96. The regulation by the Chamber FGV Conciliation and Arbitration (Camara FGV de Conciliacao e Arbitragem), valid at the date of notice foreseen in First Paragraph above, and the established in Federal Law n. 9,307/96, as altered until the same date, integrate the present Contract. All the arbitration procedures shall be performed in the Portuguese language.
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Solution of Conflicts. In the occurrence of any disagreement or conflict arising from this Agreement or in any way related to it, including in regard to is interpretation, validity or extinction, the conflict or disagreement shall be settled by arbitration, regulated by the present clause. 14.12.1 The dispute will be submitted to Bovespa’s Market Arbitration Chamber (“Chamber”), according to its arbitration regulation (“Regulation”) valid on the date of the instauration of arbitration request. 14.12.2 The arbitral decision will be definitive, not appealable and will link the Parties, Shareholders and their successors who commit to comply with them spontaneously. 14.12.3 The arbitration will be headquartered in the city of São Paulo, State of São Paulo, Brazil, and will be conducted in the Portuguese language. The applicable law will be Brazilian and the arbitrators cannot decide by equity. 14.12.4 The Arbitral Court will be constituted of 3 (three) arbitrators, where each party will indicate one arbitrator, who, in common agreement, will nominate the third arbitrator who will serve as President of the Arbitral Court. The Original Shareholders and ▇▇▇▇▇▇ shall indicate their arbitrators within 15 (fifteen) days subsequent to the final deadline of the term for the answer of the requested party. In the case of more than one plaintiff or defendant, the content of the Regulation on this subject shall be observed. All and any conflict, issue, disagreement or omission regarding the indication of the arbitrators by the parties, as well as the choice of the third arbitrator, shall be adjudicated or provided by the Chamber. 14.12.5 The arbitral procedure will continue in spite of any of the parties, including in the case of a lack of answer from the petitioner to the requirement of arbitration institution. 14.12.6 Each party will cover the costs and expenses incurred by them during the arbitration, and the parties will divide proportionally the costs and expenses which cannot be attributed to one of them. The arbitral award will assign the defeated party with the final responsibility for the costs of the proceeding, including attorney’s fees in the total amount established by the award. 14.12.7 Each Party and Shareholder remains with the right to request in the competent court of law, the legal measures seeking the obtainment of urgency, caution or anticipative measures, provided this is done previous to the instauration of the arbitral court, without it being interpreted as a waiver to a...
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Solution of Conflicts. 20th Clause Any disagreement derived from this Contract, including the ones relative to its validity, range, interpretation, or application may be solved by arbitration, respecting the terms of First Paragraph and of the other Paragraphs below.
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Solution of Conflicts. For all the purposes of this contract, any litigation, controversy or claim resulting from this agreement or regarding the same, its non-compliance, interpretation, resolution or cancellation shall be submitted to arbitration. Such differences shall be solved according to the dispositions of Law No. 50-87 dated June 4, 1987, over ▇▇▇▇▇▇▇▇ of Commerce and Production and in the Regulation of the Arbitration Court of the Chamber of Commerce and Production of the National District, Inc.
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Related to Solution of Conflicts

  • Resolution of Conflicts (a) In case the Stockholders' Agents shall so object in writing to any claim or claims by Acquiror made in any Officer's Certificate, Acquiror shall have thirty (30) days to respond in a written statement to the objection of the Stockholders' Agents. If after such thirty (30) day period there remains a dispute as to any claims, the Stockholders' Agents and Acquiror shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders' Agents and Acquiror should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and shall distribute the Escrow Shares from the Escrow Fund in accordance with the terms of the memorandum. (b) If no such agreement can be reached after good faith negotiation, either Acquiror or the Stockholders' Agents may, by written notice to the other, 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. Within fifteen (15) days after such written notice is sent, Acquiror (on the one hand) and the Stockholders' Agents (on the other hand) shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the 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, and notwithstanding anything in Section 10.4, 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 with such decision. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ or San Mateo County, California under the commercial rules then in effect of the American Arbitration Association. The non-prevailing party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including, without limitation, the reasonable attorneys' fees and costs, incurred by the prevailing party to the arbitration.

  • Conflict; Construction of Documents In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that each is represented by separate counsel in connection with the negotiation and drafting of the Loan Documents and that the Loan Documents shall not be subject to the principle of construing their meaning against the party that drafted them.

  • Resolution of Conflicts of Interest (a) Unless otherwise expressly provided in this Agreement, the Operating Partnership Agreement or the limited liability company or partnership agreement of any other Group Member, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, the Operating Partnership, any other Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of the Operating Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval (as long as the material facts known to the General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Conflicts Committee at the time it gave its approval), (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner may also adopt a resolution or course of action that has not received Special Approval. The General Partner (including the Conflicts Committee in connection with Special Approval) shall be authorized in connection with its determination of what is “fair and reasonable” to the Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting practices or principles; and (D) such additional factors as the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by the General Partner, the resolution, action or terms so made, taken or provided by the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or, to the extent permitted by law, under the Delaware Act or any other law, rule or regulation. (b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, any other Group Member, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the Operating Partnership Agreement, the limited liability company or partnership agreement of any other Group Member, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash or Operating Surplus shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed 2% of the total amount distributed to all partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units. (c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions. (d) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.

  • Conflicts If there is a discrepancy or conflict between or among the terms and conditions of this cover agreement and the Appendices hereto, the terms and conditions of this cover agreement shall be given precedence over the Appendices, except as otherwise expressly agreed to in writing by the Parties.

  • Conflict; Construction of Documents; Reliance In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.