Third Party Expert Determination Sample Clauses

Third Party Expert Determination. (a) Supplier and Customer shall make reasonable efforts to resolve any Disputed Warranty Claims. (b) If Supplier and Customer are not able to resolve any Warranty Claims by agreement and withdrawal of such Warranty Claims, Customer and Supplier shall, within fifteen (15) Business Days after receipt by Supplier of the Warranty Notice, instruct the Third Party Expert, as defined at paragraph 9.4(a)(i) below, to conduct an inspection of the affected Aircraft, parts, or documentation provided by Customer to Supplier which is all of the workmanship which is the subject of the Disputed Warranty Claim (the “Expert Inspection”). (c) Customer and Supplier shall have the right to be present at the Expert Inspection and to present, at or before the Expert Inspection, their written positions concerning the Disputed Warranty Claims. (d) If Customer’s assessment of the Warranty Work consists solely of line maintenance, then Customer may have the Defect repaired at an Alternative Repair Facility prior to the Third Party Expert’s inspection, provided that Customer provides reasonable documentation to Supplier of the Warranty Work. Supplier shall not be obliged to pay the costs and expenses of repairs under this paragraph 9.3(d) unless the Warranty Claim is found to be a Valid Warranty Claim, as defined at paragraph 9.5(a), by agreement of Customer and Supplier or the Third Party Expert, as applicable. (e) As soon as possible after the Expert Inspection, the Third Party Expert shall deliver to Customer and Supplier the Third Party Expert’s written determination of whether or not the Disputed Warranty Claims are Valid Warranty Claims (a “Third Party Expert Warranty Determination”). The Third Party Expert Warranty Determination shall be binding on Customer and Supplier.
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Third Party Expert Determination. Wherever in this Agreement (other than the cases referred to in Section 10.4.2.4 and Section 15.3) the Parties have indicated that the matter shall be referred to an expert (the "Expert") for final determination (the "Third Party Expert Determination"), the following provisions shall apply:
Sample 1
Third Party Expert Determination. With respect to Section 3.1.2(e) above, if the JAC cannot reach agreement within [***] days of the date that the JAC first considers whether such criteria have been met, such matter will be escalated to the Executive Officers for resolution. If the Executive Officers do not reach agreement within [***] days of the escalation of such matter to the Executive Officers (the “Executive Officer Resolution Period”), then such dispute shall be resolved by an independent expert selected mutually by the Parties (or, if the Parties cannot agree on such an expert within [***] days following the Executive Officer Resolution Period, each Party shall appoint an independent expert, and such independent experts shall select a third independent expert, in which case, the determination of the experts shall be made by a majority of such panel of three experts). Either Party may initiate expert determination by giving written notice to the other Party. The expert(s), once appointed, shall have no ex parte communications with either Party concerning the expert determination or the underlying dispute. The Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert(s) with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Before issuing a final decision, the expert(s) shall issue a draft report and allow the Parties to comment on it, and shall thereafter issue a final, written, reasoned decision. The expert(s) shall endeavor to resolve the dispute within [***] days (but no later than [***] days) after his, her or their appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. The decision of the expert(s) shall be final and binding on the Parties. The costs of the expert determination shall be shared equally by the Parties, regardless of the outcome of the determination.
Sample 1
Third Party Expert Determination. (i) If the Third Party Expert determines that the CGMP Batch was a Conforming CGMP Batch: (A) the CGMP Batch will be deemed Conforming CGMP Product as of the date that Cytovance and Client determined the CGMP Batch was a Conforming CGMP Batch in accordance with Section 7.6(c); and (B) Client shall pay the fees and expenses of the Third Party Expert. (ii) If the Third Party Expert makes any other determination, including, but not limited to, that the results are inconclusive or that the CGMP Batch was a Non-Conforming CGMP Batch but not as a result of Defective CGMP Manufacturing, Client shall pay the fees and expenses of the laboratory or consultant and will have no remedy against Cytovance for the Non-Conforming CGMP Batch.
Sample 1

Related to Third Party Expert Determination

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to a financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the relevant professional body. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Independent Expert The Parties and the other signatories may, upon written agreement, resort to an independent expert in order to obtain a well-grounded opinion that may lead to the settlement of the dispute or controversy. In case such agreement is signed, arbitration may only be filed after issuance of the expert’s opinion.

  • Determination by Independent Firm In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

  • INDEPENDENT PRICE DETERMINATION 6.1 By signing and submitting this bid, the Bidder certifies that the prices in this bid have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder prior to bid opening directly or indirectly to any other Bidder or to any competitor; no attempt has been made, or will be made, by the Bidder to induce any person or firm to submit, or not to submit, a bid for the purpose of restricting competition.

  • Determination by the Reviewing Party If the Company reasonably believes that it is not obligated under this Agreement to indemnify the Indemnitee, the Company shall, within 10 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request within 30 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his/her indemnification right in accordance with Section C.3 below.

  • Determination by Independent Accountant The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Disagreement on Decision Should the parties disagree as to the meaning of the Board's decision, either party may apply to the Chairperson of the Arbitration Board to reconvene the Board to clarify the decision, which it shall make every effort to do within seven days.

  • Final Determination His/her determination is final unless, within ten (10) days after notification, a recognized employee organization requests in writing to meet and confer thereon.

  • Independent Review Contractor shall provide the Secretary of ADS/CIO an independent expert review of any Agency recommendation for any information technology activity when its total cost is $1,000,000.00 or greater or when CIO requires one. The State has identified two sub-categories for Independent Reviews, Standard and Complex. The State will identify in the SOW RFP the sub-category they are seeking. State shall not consider bids greater than the maximum value indicated below for this category. Standard Independent Review $25,000 Maximum Complex Independent Review $50,000 Maximum Per Vermont statute 3 V.S.A. 2222, The Secretary of Administration shall obtain independent expert review of any recommendation for any information technology initiated after July 1, 1996, as information technology activity is defined by subdivision (a) (10), when its total cost is $1,000,000 or greater or when required by the State Chief Information Officer. Documentation of this independent review shall be included when plans are submitted for review pursuant to subdivisions (a)(9) and (10) of this section. The independent review shall include: • An acquisition cost assessment • A technology architecture review • An implementation plan assessment • A cost analysis and model for benefit analysis • A procurement negotiation advisory services contract • An impact analysis on net operating costs for the agency carrying out the activity In addition, from time to time special reviews of the advisability and feasibility of certain types of IT strategies may be required. Following are Requirements and Capabilities for this Service: • Identify acquisition and lifecycle costs; • Assess wide area network (WAN) and/or local area network (LAN) impact; • Assess risks and/or review technical risk assessments of an IT project including security, data classification(s), subsystem designs, architectures, and computer systems in terms of their impact on costs, benefits, schedule and technical performance; • Assess, evaluate and critically review implementation plans, e.g.: • Adequacy of support for conversion and implementation activities • Adequacy of department and partner staff to provide Project Management • Adequacy of planned testing procedures • Acceptance/readiness of staff • Schedule soundness • Adequacy of training pre and post project • Assess proposed technical architecture to validate conformance to the State’s “strategic direction.” • Insure system use toolsets and strategies are consistent with State Chief Information Officer (CIO) policies, including security and digital records management; • Assess the architecture of the proposed hardware and software with regard to security and systems integration with other applications within the Department, and within the Agency, and existing or planned Enterprise Applications; • Perform cost and schedule risk assessments to support various alternatives to meet mission need, recommend alternative courses of action when one or more interdependent segment(s) or phase(s) experience a delay, and recommend opportunities for new technology insertions; • Assess the architecture of the proposed hardware and software with regard to the state of the art in this technology. • Assess a project’s backup/recovery strategy and the project’s disaster recovery plans for adequacy and conformance to State policy. • Evaluate the ability of a proposed solution to meet the needs for which the solution has been proposed, define the ability of the operational and user staff to integrate this solution into their work.

  • Audit Dispute In the event of a dispute with respect to any audit conducted under Section 6.10.1, Xxxxxxx and Forest shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [*] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Accountant”). The decision of the Accountant shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Accountant shall determine. If the Accountant concludes that additional payments were owed, or that excess payments were made during such period, then the Party owing such additional payments shall pay such additional amounts, or the Party that received such excess payments shall reimburse such excess payments, as applicable, in either case, within [*] days after the date on which such decision is made by the Accountant.

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