Value Disputes Sample Clauses

Value Disputes. If Vendor disagrees with Purchaser's value allocated to an affected Asset or the amount by which the value of each affected Asset has been reduced by each uncured Environmental Defect according to Purchaser's allocations in Clause 8.2, the Parties shall forthwith meet in good faith to discuss the issue. If after such a meeting the issue has not been resolved or if a Party refuses to meet to discuss the issue, the Parties shall refer the issue to a mutually-agreeable independent environmental consulting firm (the "Environmental Valuation Referee")
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Value Disputes. If Vendor disagrees in its reasonable opinion with the value or values allocated by Purchaser to the Title Defects Vendor shall have the sole option to terminate this Agreement by written notice to Purchaser, or to delay Closing and refer the matter of valuation of the Title Defects to arbitration. If Vendor elects to delay Closing and refer the matter of valuation to arbitration, the Parties shall forthwith meet in good faith to discuss the issue. If after such a meeting the issue has not been resolved or if a Party does not forthwith meet to discuss the issue, the issue shall be resolved by a single arbitrator pursuant to the provisions of the Arbitration Act (Alberta). The decision of the arbitrator shall be final and shall not be subject to review. All costs of arbitration shall be borne by the Parties equally. The arbitrator will be asked to render a decision within thirty (30) days of being presented with its instructions as to the arbitration. If the value determined by the arbitrator to the Title Defects is less than 5% of the Purchase Price, the Parties shall forthwith close the transactions contemplated by this Agreement without any adjustment to the Purchase Price. If the value determined by the arbitrator is 5% or more of the Purchase Price, the Parties shall be released of all obligations hereunder except clause 12.15, and Vendor shall forthwith return the Deposit and accrued interest to Purchaser.
Sample 1
Value Disputes. If Vendor disagrees with the value allocated by Purchaser to any Title Defects or Environmental Defect pursuant to Section 11.1 or 11.3 hereof, the Parties shall forthwith meet in good faith to discuss the issue and to attempt to agree upon an appropriate valuation to be placed upon such Title Defect or Environmental Defect. If after such a meeting the issue has not been resolved or if a Party does not forthwith meet to discuss the issue, the issue shall be resolved by a single arbitrator pursuant to the provisions of the Arbitration Act (Alberta). The decision of the arbitrator shall be final and shall not be subject to review. All costs of arbitration shall be borne by the Parties equally. Closing shall proceed based upon the value allocated by the arbitrator following such allocation being made by the arbitrator.
Sample 1
Value Disputes. If Seller disagrees with the value of a Title Defect allocated by Purchaser to an affected interest, the Parties shall forthwith meet in good faith to discuss the issue. If after such a meeting the issue has not been resolved or if a Party does not forthwith meet to discuss the issue, the issue shall be referred to Netherland Xxxxxx and Associates Inc. (the "Title Valuation Referee") for determination. The Parties shall direct the Title Valuation Referee to resolve any such dispute within three (3) days after its receipt of all relevant materials pertaining thereto, being in no event greater than five (5) days after referral of the matter to the Title Valuation Referee. The Title Valuation Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Purchaser shall share equally the Title Valuation Referee’s costs, fees and expenses (including attorney’s fees). The determination of the Title Valuation Referee shall be made in writing, shall be binding upon and non-appealable by the Parties and shall not be subject to further review, audit or arbitration.
Sample 1
Value Disputes. If Seller disagrees with the value allocated by Purchaser to an Environmental Liability, the Parties shall forthwith meet in good faith to discuss the issue. If after such a meeting the issue has not been resolved or if a Party does not forthwith meet to discuss the issue, the issue shall be resolved by arbitration in accordance with the provisions of Article 15.
Sample 1

Related to Value Disputes

  • Invoice Disputes If you believe any delivered software or service does not conform to the warranties in this Agreement, you will provide us with written notice within thirty (30) days of your receipt of the applicable invoice. The written notice must contain reasonable detail of the issues you contend are in dispute so that we can confirm the issue and respond to your notice with either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work with you as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. You may withhold payment of the amount(s) actually in dispute, and only those amounts, until we complete the action items outlined in the plan. If we are unable to complete the action items outlined in the action plan because of your failure to complete the items agreed to be done by you, then you will remit full payment of the invoice. We reserve the right to suspend delivery of all SaaS Services, including maintenance and support services, if you fail to pay an invoice not disputed as described above within fifteen (15) days of notice of our intent to do so.

  • Labour Disputes 15.01 If employees are prevented from performing their duties because of a strike or lock-out on the premises of another employer, the employees shall report the matter to the Employer, and the Employer will make reasonable efforts to ensure that such employees are employed elsewhere, so that they shall receive their regular pay and benefits to which they would normally be entitled.

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Labor Disputes No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.

  • Merchant Disputes The Credit Union is not responsible for the refusal of any merchant or financial institution to honor your card. The Credit Union is subject to claims and defenses (other than tort claims) arising out of goods or services you purchase with the card if you have made a good faith attempt but have been unable to obtain satisfaction from the merchant or service provider, and (a) your purchase was made in response to an advertisement the Credit Union sent or participated in sending to you; or (b) your purchase cost more than $50.00 and was made in your state or within 100 miles of your home.

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement.

  • Patent Disputes Notwithstanding anything in this Agreement to the contrary, any and all issues regarding the scope, construction, validity, and enforceability of any patent in a country within the Territory shall be determined in a court or other tribunal, as the case may be, of competent jurisdiction under the applicable patent laws of such country.

  • Contract Disputes The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Supervisor and the County‘s project manager as specified in Article 25. Notices by way of the following process, such matter shall be brought to the attention of the County DPA by way of the following process: i. The Contractor shall submit to the County DPA a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. ii. The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. iii. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Contractor’s failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County DPA or his designee. If the County fails to render a decision within 90 days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contentions. The County’s final decision shall be conclusive and binding regarding the dispute unless the Contractor commences action in a court of competent jurisdiction to contest such decision within 90 days following the date of the County’s final decision or one year following the accrual of the cause of action, whichever is later.

  • Disputes and Arbitration Any dispute concerning a question of fact arising under this contract shall be disposed of by good faith negotiation between duly authorized representatives of the District, the Office of the State Auditor, and the Firm. Such a resolution shall be reduced to writing and a copy thereof mailed or furnished to the Firm and shall be final and conclusive.

  • Domain Name Disputes You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified by the Registry or any court of law. You agree that in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions specified by the Registry or any court of law.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!