Title and Environmental Dispute Resolution Sample Clauses

Title and Environmental Dispute Resolution. Seller and Purchaser shall attempt to agree on the existence of any Title Defects, Title Benefits and Environmental Defects, any Title Defect curative or Environmental Defect Remediation matters, and all Title Defect Amounts, Title Benefit Amounts and Environmental Defect Amounts by three (3) Business Days prior to the Closing Date. If, as of the Closing, the Parties cannot agree upon (a) the existence of a Title Defect or Title Benefit, the adequacy of any Title Defect curative materials submitted to Purchaser, the Title Defect Amount with respect to any Title Defect or the Title Benefit Amount with respect to any Title Benefit (each, a “Disputed Title Matter”) or (b) the existence of an Environmental Defect, the adequacy of any Environmental Defect Remediation performed by Seller, or the Environmental Defect Amount with respect to any Environmental Defect (each, a “Disputed Environmental Matter” and, together with any Disputed Title Matter, each a “Disputed Matter”), then, in each case, the Disputed Matter shall be submitted to arbitration in accordance with the provisions of Exhibit D attached hereto. At Closing, the Title Defect Amount, the Title Benefit Amount or the Environmental Defect Amount that is subject to the Disputed Matter (each a “Disputed Amount”) shall be paid by Purchaser into the Defect Escrow Account at Closing pending resolution of the Disputed Matter and the Closing Cash Payment shall be reduced by such Disputed Amount, and such Disputed Amount shall be released to Seller or Purchaser, as applicable, upon resolution of such Disputed Matter. Upon resolution of a Disputed Matter, the Parties shall instruct the Escrow Agent to release the applicable Disputed Amount to Seller or Purchaser, as applicable, within five (5) days after the resolution of such Disputed Matter.
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Title and Environmental Dispute Resolution. If, prior to the Closing, the Parties cannot agree upon the existence of a Title Defect or Environmental Defect, the adequacy of any Environmental Defect curative actions taken by Seller or any Title Defect Amount or Environmental Defect Amount or if prior to the expiration of the Cure Period the Parties cannot agree upon the adequacy of any Title Defect curative actions taken by Seller (each, a “Disputed Defect Matter”), then the Disputed Defect Matter shall be submitted to arbitration in accordance with the provisions of Article XII. In that event, subject to Section 12.1(c), the Purchase Price paid at Closing shall not be reduced by virtue of the disputed Title Defect, Title Defect Amount, Environmental Defect or Environmental Defect Amount, but upon the final resolution of the Disputed Defect Matter, the Title Defect Amount or Environmental Defect Amount, if any, found to be attributable to a Title Defect or Environmental Defect shall, subject to Sections 6.4(b), 6.4(c), 6.4(d), 6.6(b), 6.6(c) and 6.6(d), be refunded by Seller to Buyer within five (5) Business Days of such resolution.
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Title and Environmental Dispute Resolution. If, as of the expiration of the Cure Period, the Parties cannot agree upon (i) the existence of a Title Defect or Title Benefit, the adequacy of any Title Defect curative materials submitted to Buyer, or the Title Defect Amount with respect to any Title Defect or the Title Benefit Amount with respect to any Title Benefit (each, a “Disputed Title Matter”) or (ii) the existence of an Environmental Defect, the adequacy of any Environmental Defect curative actions taken by Seller, or the Environmental Defect Amount with respect to any Environmental Defect (each, a “Disputed Environmental Matter” and, together with any Disputed Title Matter, a “Disputed Matter”), then, in each case, the Disputed Matter shall be submitted to arbitration in accordance with the provisions of Article XI.
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Title and Environmental Dispute Resolution. If, as of the expiration of the Cure Period, the Parties cannot agree upon (a) the existence of a Title Defect, the adequacy of any Title Defect curative materials submitted to Buyer, or the Title Defect Amount with respect to any Title Defect (each, a “Disputed Title Matter”) or (b) the existence of an Environmental Defect, the adequacy of any Environmental Defect curative actions taken by Seller, or the Environmental Defect Amount with respect to any Environmental Defect (each, a “Disputed Environmental Matter” and, together with any Disputed Title Matter, a “Disputed Matter”) then the Disputed Matter shall be submitted to arbitration in accordance with the provisions of Article XI.
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Title and Environmental Dispute Resolution. If, as of the Closing Date, the Parties cannot agree upon (i) the existence of a Title Defect or Title Benefit, the adequacy of a Title Notice, the adequacy of any Title Defect curative materials submitted to Buyer, the Title Defect Amount with respect to any Title Defect or the Title Benefit Amount with respect to any Title Benefit (each, a “Disputed Title Matter”) or (ii) the existence of an Environmental Defect, the adequacy of an Environmental Notice, the adequacy of any Environmental Defect curative actions taken by Sellers, or the Environmental Defect Amount with respect to any Environmental Defect (each, a “Disputed Environmental Matter” and, together with any Disputed Title Matter, a “Disputed Matter”), then, in each case, the Disputed Matter shall be submitted to arbitration in accordance with the provisions of ARTICLE XI. The affected Properties will be withheld from the Properties otherwise conveyed at the Closing and, subject to Sections 5.4(c) and 5.6(c), the aggregate Allocated Value thereof will be applied as a reduction to the Base Purchase Price for purpose of calculating the Closing Amount, but no such reduction shall be considered for purposes of Sections 7.1(f) and 7.2(f). Upon resolution of the Disputed Matter, the affected Property will be conveyed to Buyer and Buyer will pay to Seller the Allocated Value thereof, subject to reduction in the Title Defect Amount or Environmental Defect Amount determined by the Arbitrator; provided, however, in the case of a Disputed Environmental Matter, if the Arbitrator determines that the Environmental Defect Amount exceeds the Allocated Value of the Environmental Defect Property, Sellers will retain the Property as an Excluded Property and Buyer shall make no payment therefor.
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Title and Environmental Dispute Resolution. If, as of the Closing Date, the Parties cannot agree upon (i) the existence of a Title Defect or Title Benefit, the adequacy of a Title Notice, the adequacy of any Title Defect curative materials submitted to Buyer, the Title Defect Amount with respect to any Title Defect or the Title Benefit Amount with respect to any Title Benefit (each, a “Disputed Title Matter”) or (ii) the existence of an Environmental Defect, the adequacy of an Environmental Notice, the adequacy of any Environmental Defect curative actions taken by Sellers, or the Environmental Defect Amount with respect to any Environmental Defect (each, a “Disputed Environmental Matter” and, together with any Disputed Title Matter, a “Disputed Matter”), then, in each case, the Disputed Matter shall be submitted to arbitration in accordance with the provisions of ARTICLE XI.
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Title and Environmental Dispute Resolution. If (i) Sellers have delivered a Dispute Election or the Parties cannot agree upon the existence of a Title Defect or Title Benefit, the adequacy of any Title Defect curative materials submitted to Purchaser, the Title Defect Amount with respect to any Title Defect or the Title Benefit Amount with respect to any Title Benefit (each, a “Disputed Title Matter”) or (ii) Sellers have delivered an Environmental Dispute Election or the Parties cannot agree upon the existence of an Environmental Defect, the adequacy of any Environmental Defect curative actions taken by Sellers, or the Environmental Defect Amount with respect to any Environmental Defect (each, a “Disputed Environmental Matter” and, together with any Disputed Title Matter, a “Disputed Matter”), then, in each case, the Disputed Matter shall be submitted to arbitration in accordance with the provisions of Exhibit C. Upon resolution of a Disputed Title Matter, if one of the Parties is required to make a payment to another Party, then such amount shall be paid within five (5) days after the resolution of such Disputed Matter.
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Title and Environmental Dispute Resolution 
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Related to Title and Environmental Dispute Resolution

  • I2 Dispute Resolution The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director of the Contractor and the commercial director of the Authority.

  • Initial Dispute Resolution If a dispute arises out of or relates to this Contract or its breach, the parties shall endeavor to settle the dispute first through direct discussions between the parties’ representatives who have the authority to settle the dispute. If the parties’ representatives are not able to promptly settle the dispute, they shall refer the dispute to the senior administrators of the parties who have the authority to settle the dispute, who shall meet within fourteen days thereafter. If the dispute is not settled by the senior administrators, the parties may submit the dispute to mediation in accordance with Paragraph 5.2.3.2.

  • Governing Law; Dispute Resolution (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

  • Complaints and Dispute Resolution 16.1 Where a dispute arises in connection with any aspect of this Agreement, the parties acting with good faith, will use all reasonable endeavours to bring any such issue to the attention of the other party in a timely fashion and in any event within 60 days of any such dispute coming to their attention. 16.2 Notification by one party to the other must be in writing and include the nature of the dispute and the desired resolution. 16.3 If a Supplier wishes to notify ACM of a dispute in connection with this Agreement, any such notification should be made by email to xxxxxxxxxx@xxxxxx.xxx.xx. 16.4 Within seven days of receipt of a notification in accordance with clause 16.2, a party will provide a response in writing including setting out steps it intends to take to resolve the dispute. 16.5 If, after attempting to resolve the dispute for a period of at least 60 days, the parties are not reconciled, they agree to then participate in a mediation to be conducted in accordance with the Code. 16.6 If, after undertaking mediation in accordance with the Code, the parties are still not reconciled, they may then submit to an arbitration to be conducted in accordance with the Code. 16.7 Unless otherwise agreed in writing, the parties shall each bear their own legal costs associated with any mediation and/or arbitration pursuant to this Agreement. 16.8 Nothing in this clause will prevent a party from seeking an injunction.

  • Third Party Dispute Resolution The Consulting Firm shall (i) consider only the items that are then disputed by the parties, (ii) shall be bound by the terms of the Agreement and (iii) shall only make a determination of such disputed matters in favor of the proposal made by the Purchasers or the Sellers (as may be presented by each party to the Consulting Firm in writing, which shall be shared with the other party) and shall not make an independent proposal. The Consulting Firm shall prepare a written determination of any disputed matters and deliver the determination to the Purchasers and the Sellers within fifteen (15) Business Days after the date the Consulting Firm is engaged. Each party shall cooperate fully with the Consulting Firm, including by using reasonable best efforts to provide the information, data and work papers to the extent permitted by applicable Law, so as to enable the Consulting Firm to make a determination of the disputed items as quickly as practicable. The Corrective Action Plan shall be finalized in accordance with the Consulting Firm’s determination of the disputed matters.

  • Formal Dispute Resolution 10.6.1 If the Parties are unable to resolve the dispute through the informal procedure described in Section 10.5, then either Party may invoke the formal Dispute Resolution procedures described in this Section 10.6. Unless agreed among all Parties, formal Dispute Resolution procedures, including arbitration or other procedures as appropriate, may be invoked not earlier than sixty (60) calendar days after receipt of the letter initiating Dispute Resolution under Section 10.3.

  • Applicable Law; Dispute Resolution i. This Agreement, and all claims, disputes or disagreements arising out of or connected with this Agreement, its validity or any breach thereof, shall be governed by the laws in effect in the State of Texas (excluding conflicts of laws provisions), and to the extent applicable to maritime issues, the maritime laws of the United States (excluding conflict of laws provisions). ii. PHA and Carrier desire to resolve any dispute, which may arise in connection with the Agreement in a timely and efficient manner. The parties therefore agree that the parties will attempt to resolve disputes arising hereunder in accordance with the following procedures. iii. Either party may request the other to attend a meeting for the purpose of resolving any dispute or disagreement arising from the provisions specified in the Agreement. Said meeting shall be held either in person in Houston, Texas, or by telephone within five (5) business days of receipt of written request specifying a brief description of the dispute, the monetary amount involved if known, and the remedies sought. iv. If the matter is not resolved in such meeting, or if such meeting is not held, either party may make written demand to attempt to resolve such dispute by non-binding mediation. Within seven (7) days after service of written notice on the other party demanding mediation, the parties in dispute shall jointly agree upon a mediator, and within thirty (30) days thereafter the parties shall undertake such mediation in Houston, Texas. In no event shall the parties be obligated to pursue mediation that does not resolve the issue within thirty

  • Dispute Resolution Procedures (a) In the event a dispute arises about the interpretation, application, calculation of Loss, or calculation of payments or otherwise with respect to this Single Family Shared-Loss Agreement (“SF Shared-Loss Dispute Item”), then the Receiver and the Assuming Institution shall make every attempt in good faith to resolve such items within sixty (60) days following the receipt of a written description of the SF Shared-Loss Dispute Item, with notification of the possibility of taking the matter to arbitration (the date on which such 60-day period expires, or any extension of such period as the parties hereto may mutually agree to in writing, herein called the “Resolution Deadline Date”). If the Receiver and the Assuming Institution resolve all such items to their mutual satisfaction by the Resolution Deadline Date, then within thirty (30) days following such resolution, any payment due as a result of such resolution shall be made arising from the settlement of the SF Shared-Loss Dispute. (b) If the Receiver and the Assuming Institution fail to resolve any outstanding SF Shared-Loss Dispute Items by the Resolution Deadline Date, then either party may notify the other of its intent to submit the SF Shared-Loss Dispute Item to arbitration pursuant to the provisions of this Article VII. Failure of either party to submit pursuant to paragraph (c) hereof any unresolved SF Shared-Loss Dispute Item to arbitration within thirty (30) days following the Resolution Deadline Date (the date on which such thirty (30) day period expires is herein called the “Arbitration Deadline Date”) shall extinguish that party’s right to submit the non-submitted SF Shared-Loss Dispute Item to arbitration, and constitute a waiver of the submitting party’s right to dispute such non-submitted SF Shared-Loss Dispute Item (but not a waiver of any similar claim which may arise in the future). (c) If a SF Shared-Loss Dispute Item is submitted to arbitration, it shall be governed by the rules of the American Arbitration Association (the “AAA”), except as otherwise provided herein. Either party may submit a matter for arbitration by delivering a notice, prior to the Arbitration Deadline Date, to the other party in writing setting forth: (i) A brief description of each SF Shared-Loss Dispute Item submitted for arbitration; (ii) A statement of the moving party’s position with respect to each SF Shared-Loss Dispute Item submitted for arbitration; (iii) The value sought by the moving party, or other relief requested regarding each SF Shared-Loss Dispute Item submitted for arbitration, to the extent reasonably calculable; and (iv) The name and address of the arbiter selected by the moving party (the “Moving Arbiter”), who shall be a neutral, as determined by the AAA. Failure to adequately include any information above shall not be deemed to be a waiver of the parties right to arbitrate so long as after notification of such failure the moving party cures such failure as promptly as reasonably practicable. (d) The non-moving party shall, within thirty (30) days following receipt of a notice of arbitration pursuant to this Section 7.1, deliver a notice to the moving party setting forth: (i) The name and address of the arbiter selected by the non-moving party (the “Respondent Arbiter”), who shall be a neutral, as determined by the AAA; (ii) A statement of the position of the respondent with respect to each Dispute Item; and (iii) The ultimate resolution sought by the respondent or other relief, if any, the respondent deems is due the moving party with respect to each SF Shared-Loss Dispute Item. Failure to adequately include any information above shall not be deemed to be a waiver of the non-moving party’s right to defend such arbitration so long as after notification of such failure the non-moving party cures such failure as promptly as reasonably practicable (e) The Moving Arbiter and Respondent Arbiter shall select a third arbiter from a list furnished by the AAA. In accordance with the rules of the AAA, the three (3) arbiters shall constitute the arbitration panel for resolution of each SF Loss-Share Dispute Item. The concurrence of any two (2) arbiters shall be deemed to be the decision of the arbiters for all purposes hereunder. The arbitration shall proceed on such time schedule and in accordance with the Rules of Commercial Arbitration of the AAA then in effect, as modified by this Section 7.1. The arbitration proceedings shall take place at such location as the parties thereto may mutually agree, but if they cannot agree, then they will take place at the offices of the Corporation in Washington, DC, or Arlington, Virginia. (f) The Receiver and Assuming Institution shall facilitate the resolution of each outstanding SF Shared-Loss Dispute Item by making available in a prompt and timely manner to one another and to the arbiters for examination and copying, as appropriate, all documents, books, and records under their respective control and that would be discoverable under the Federal Rules of Civil Procedure.

  • Dispute Resolution All or any disputes arising out or touching upon or in relation to the terms and conditions of this Agreement, including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties, shall be settled amicably by mutual discussion, failing which the same shall be settled through the adjudicating officer appointed under the Act.

  • Informal Dispute Resolution (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration), the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

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