Common use of Third Party Engineer Clause in Contracts

Third Party Engineer. Disputes arising under subsections 2.6, 2.7, 9.5(b), 9.6, 10.1 and 17.4 of this Contract, or as otherwise specifically provided elsewhere in this Contract, or as otherwise mutually agreed by the Parties, are to be resolved by the Third Party Engineer in the manner provided in this subsection 23.3. The Vendor and the Buyer will first attempt to resolve the dispute through consultation and negotiation in good faith and in a spirit of mutual cooperation as provided in subsection 23.1 above. If those attempts fail, then either Party may submit its written notice to the other Party requesting that the dispute be resolved by the Third Party Engineer, in accordance with the merits of the dispute. If, within ten (10) Business Days after the receipt of such notice by the notified Party, the dispute is not resolved, the Owner will select one of the Third Party Engineers listed on Schedule 14 to render decision in the dispute. The Third Party Engineer will issue a written decision containing an explanation of how and why the decision was reached. The Third Party Engineer's decision will be final and binding, except with respect to any opinion that over the Term of the Contract will impact the losing Party in the amount of one million dollars ($1,000,000) or more. If within ten (10) Business Days following the issuance of any such opinion the Parties have not agreed to implement the terms of any such opinion that is not final, either Party may seek arbitration pursuant to the provisions of subsection 23.2 above. In such arbitration, either Party may introduce into evidence the opinion of the Third Party Engineer, but the arbitrator(s) must rule on all issues of the dispute on a de novo basis, except as to any facts or other matters set forth in the opinion and stipulated by both of the Parties. If none of the listed Third Party Engineers is available or if none accepts the assignment and the Parties cannot otherwise mutually agree to another Third Party Engineer, an experienced and reputable engineer (who is not employed by either Party or any of their Affiliates or affiliates) will be chosen by the then President of the Institute of Electrical and Electronic Engineers (or the Vice President, if the President is a present or former employee of any such entities) to serve as the Third Party Engineer for the purposes of resolving the dispute. Unless otherwise mutually agreed by the Parties, any Person who is an officer or employee, agent, Subcontractor or subcontractor of, or a technical consultant to, either Party will be automatically ineligible to be the Third Party Engineer. The costs of utilizing a Third Party Engineer to resolve disputes under this subsection 23.3 will be shared equally by both Parties.

Third Party Engineer. Disputes arising under subsections 2.6, 2.7, -------------------- 9.5(b), 9.6, 10.1 and 17.4 of this Contract, or as otherwise specifically provided elsewhere in this Contract, or as otherwise mutually agreed by the Parties, are to be resolved by the Third Party Engineer in the manner provided in this subsection 23.3. The Vendor and the Buyer will first attempt to resolve the dispute through consultation and negotiation in good faith and in a spirit of mutual cooperation as provided in subsection 23.1 above. If those attempts fail, then either Party may submit its written notice to the other Party requesting that the dispute be resolved by the Third Party Engineer, in accordance with the merits of the dispute. If, within ten (10) Business Days after the receipt of such notice by the notified Party, the dispute is not resolved, the Owner will select one of the Third Party Engineers listed on Schedule 14 to render decision in the dispute. The Third Party Engineer will issue a written decision containing an explanation of how and why the decision was reached. The Third Party Engineer's decision will be final and binding, except with respect to any opinion that over the Term of the Contract will impact the losing Party in the amount of one million dollars ($1,000,000) or more. If within ten (10) Business Days following the issuance of any such opinion the Parties have not agreed to implement the terms of any such opinion that is not final, either Party may seek arbitration pursuant to the provisions of subsection 23.2 above. In such arbitration, either Party may introduce into evidence the opinion of the Third Party Engineer, but the arbitrator(s) must rule on all issues of the dispute on a de novo basis, except ------- as to any facts or other matters set forth in the opinion and stipulated by both of the Parties. If none of the listed Third Party Engineers is available or if none accepts the assignment and the Parties cannot otherwise mutually agree to another Third Party Engineer, an experienced and reputable engineer (who is not employed by either Party or any of their Affiliates or affiliates) will be chosen by the then President of the Institute of Electrical and Electronic Engineers (or the Vice President, if the President is a present or former employee of any such entities) to serve as the Third Party Engineer for the purposes of resolving the dispute. Unless otherwise mutually agreed by the Parties, any Person who is an officer or employee, agent, Subcontractor or subcontractor of, or a technical consultant to, either Party will be automatically ineligible to be the Third Party Engineer. The costs of utilizing a Third Party Engineer to resolve disputes under this subsection 23.3 will be shared equally by both Parties.

Third Party Engineer. Disputes arising under subsections 2.6(a) If Seller and Xxxxxxxx are in dispute with respect to any matter addressed in Sections 2.2, 2.75.4, 9.5(b)Article IX, 9.6Section 10.2 or 10.3 and Seller and Xxxxxxxx do not resolve the dispute within seven (7) Days of Seller or Xxxxxxxx notifying the other Party in writing of the existence of such dispute, 10.1 a committee consisting of two officers of Seller and 17.4 two officers of this ContractXxxxxxxx shall meet and attempt in good faith to resolve such dispute. If such committee does not resolve the dispute within seven (7) Days following their initial meeting, or as otherwise specifically provided elsewhere in this Contract, or as otherwise mutually agreed then a single third party engineer (the "Third Party Engineer") shall be designated to consider and decide the issues raised by such dispute unless both Parties determine that further discussions by the Parties, committee are to be resolved by the merited. The selection of such Third Party Engineer shall be made from the list of engineers set forth in the manner provided in this subsection 23.3Appendix 7 hereto (as supplemented or otherwise modified from time to time pursuant to paragraphs (e) and (f) below). The Vendor and the Buyer will first attempt to resolve the dispute through consultation and negotiation in good faith and in a spirit of mutual cooperation as provided in subsection 23.1 above. If those attempts fail, then either Party may submit its written notice to the other Party requesting that the dispute be resolved by In selecting the Third Party Engineer, in accordance each Party (starting with the merits of the dispute. If, within ten (10) Business Days after the receipt of such notice by the notified Party, the dispute is not resolved, the Owner will select one of the Third Party Engineers listed on Schedule 14 to render decision in the dispute. The Third Party Engineer will issue a written decision containing an explanation of how and why the decision was reached. The Third Party Engineer's decision will be final and binding, except with respect to any opinion that over the Term of the Contract will impact the losing Party in the amount of one million dollars ($1,000,000) or more. If within ten (10) Business Days following the issuance of any such opinion the Parties have not agreed to implement the terms of any such opinion that is not final, either Party may seek arbitration pursuant to the provisions of subsection 23.2 above. In such arbitration, either Party may introduce into evidence the opinion of the Third Party Engineer, but the arbitrator(s) must rule on all issues of the dispute on a de novo basis, except as to any facts or other matters set forth in the opinion and stipulated by both of the Parties. If none of the listed Third Party Engineers is available or if none accepts the assignment and the Parties cannot otherwise mutually agree to another Third Party Engineer, an experienced and reputable engineer (who is not employed by either Party or any of their Affiliates or affiliates) will be chosen by the then President of the Institute of Electrical and Electronic Engineers (or the Vice President, if the President is a present or former employee of any such entities) to serve as the Third Party Engineer Seller for the purposes first dispute and alternating between Seller and Xxxxxxxx for each dispute thereafter) shall alternate in deleting one name from the list of resolving the dispute. Unless otherwise mutually agreed by the Partiesengineers until only one such engineer shall remain, any Person who is an officer or employee, agent, Subcontractor or subcontractor of, or a technical consultant to, either Party will be automatically ineligible to which remaining engineer shall be the Third Party Engineer. The costs Third Party Engineer shall be designated from such list not later than the third (3rd) Business Day following the expiration of utilizing the second seven (7) Day period described above and such designation shall become effective on the third (3rd) Business Day following such designation. Within ten (10) Business Days of the effectiveness of the designation of a Third Party Engineer, each of Seller and Xxxxxxxx shall submit to the Third Party Engineer to resolve disputes under this subsection 23.3 will be shared equally by both Partiesa confidential notice (a "Position Notice") setting forth in detail such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate.