Settlement Negotiations. Subject to prime contract disputes under Section 17.1. 1, and as for disputes not involving the acts, omissions or otherwise the responsibility of the Owner under the prime contract, promptly upon notification by the Subcontractor of a dispute, the Contractor and Subcontractor shall meet to informally resolve such dispute. In the event that no resolution is achieved, the parties, prior to the initiation of any action or proceeding under this section, shall make a good faith effort to resolve the dispute by negotiation between representatives with decision-making power, who, to the extent possible, shall not have had substantive involvement in the matters of the dispute, unless the parties otherwise agree. To facilitate the negotiation, the parties agree either to fashion a procedure themselves or seek the assistance of a person or organization experienced in alternative dispute resolution procedures such as mediation, minitrial or other similar procedures.
Settlement Negotiations. With respect to a Claim for which the Indemnitor is obliged to indemnify the Indemnitee hereunder, the Indemnitor may conduct negotiations towards a Settlement and, with the written consent of the Indemnitee (which the Indemnitee agrees not to unreasonably withhold), the Indemnitor may make such Settlement as it deems expedient provided, however, that the Indemnitee will not be required, as part of any proposed Settlement, to admit liability or agree to indemnify the Indemnitor in respect of, or make contribution to, any compensation or other payment for which provision is made by such Settlement.
Settlement Negotiations. None of Parent nor any of its Affiliates (including Merger Sub) have had any settlement negotiations or other discussions with the parties to the Litigation (as defined in the CVR Agreement) other than the Company.
Settlement Negotiations. Subject to prime contract disputes under Section 17.1.1, and as for disputes not involving the acts, omissions or otherwise the responsibility of the Owner under the prime contract, promptly upon notification by the Subcontractor of a dispute, the Contractor and Subcontractor shall meet to informally resolve such dispute. In the event that no resolution is achieved, the parties shall make a good faith effort to resolve the dispute by negotiation between representatives with decision-making power who, to the extent possible, shall not have had substantive involvement in the matters of the dispute, unless the parties otherwise agree.
Settlement Negotiations. The Parties engaged in mediated settlement negotiations on September 28, 2023, which continued through the date of this Agreement. The Parties used an experienxxx xxxxxxxx, Xxx Xxxxxxxx. All settlement negotiations have been conducted in good faith and at arms length. Through their litigation, investigations, and communications, the Parties have reached a class action settlement of this Case that they believe to be fair, adequate, and reasonable, and that Plaintiffs believe is in the best interest of the Class. This Agreement memorializes the terms of the final Settlement agreed to by the Parties as the result of the negotiations.
Settlement Negotiations. In or about May 2020, the Parties agreed to a private mediation session before nationally- regarded mediator Xxxxxxxx Xxxxxxx, Esq. of Xxxxxxxx ADR (the “Mediator”). In anticipation of the mediation, Plaintiffs’ Counsel (as defined below) sent a written settlement demand that included an extensive corporate governance reforms proposal to Defendants’ Counsel (as defined below) on May 19, 2020. On May 27, 2020, Defendants sent to Plaintiffs’ Counsel a written settlement counter- proposal including a response to Plaintiffs’ Counsel’s corporate governance reforms proposal. On May 28, 2020, the Parties participated in a mediation to discuss a possible resolution of the Derivative Action before the Mediator. The Parties did not arrive at a resolution during the mediation, however, they subsequently continued the settlement negotiations through numerous telephonic and written communications with the Mediator’s assistance. On June 5, 2020, the Parties agreed to the consideration of the settlement of the Derivative Action, which consists of certain corporate governance reforms that the Company agreed to adopt, which are fully set forth in Exhibit A attached hereto (the “Corporate Governance Reforms”). The Company agreed that the Corporate Governance Reforms shall remain in effect for no less than four (4) years. After reaching agreement on the Corporate Governance Reforms, Defendants agreed to produce to Plaintiffs documents that would have been produced in response to a books and records inspection demand under Section 220 of the Delaware General Corporation Law and additional documents that Plaintiffs would not have received through such a books and records inspection demand as part of confirmatory discovery. Plaintiffs’ Counsel reviewed and analyzed the documents produced by Defendants. With substantial assistance from the Mediator, and only after agreeing to the Corporate Governance Reforms, the Parties negotiated at arm’s-length the attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. On June 8, 2020, the Parties agreed to a Mediator’s proposal on the amount of attorneys’ fees and reimbursement of expenses to be paid to Plaintiffs’ Counsel. Defendants agreed to cause their insurer to pay nine hundred thousand dollars ($900,000) to Plaintiffs’ Counsel for their attorneys’ fees and expenses (the “Fee and Expense Amount”), subject to Court approval, in light of the substantial benefit that will be conferred upon the Company and its sto...
Settlement Negotiations. The Parties engaged in settlement negotiations from January to March 2019, which culminated in the Parties’ agreement on March 13, 2019, to the material terms of a settlement. All of the Parties’ settlement negotiations have been conducted in good faith and at arm’s length. Through these negotiations, the Parties have reached a class action settlement of this Action. This Agreement memorializes the terms of the final settlement agreed to by the Parties as the result of the negotiations just described.
Settlement Negotiations. 1. The State and the Participating Local Governments agree to inform each other in advance of any negotiations relating to an Arizona-only settlement with a Pharmaceutical Supply Chain Participant that includes both the State and the Participating Local Governments and shall provide each other the opportunity to participate in all such negotiations.
Settlement Negotiations. 27. Whether a settlement arises from arm’s-length negotiations is often the central focus of the analysis on a motion for preliminary approval. Xxxxxxx, 246 F.R.D. at 472, Xxxxxxx, 2008 WL 4899474, at *4.
Settlement Negotiations. Within twenty (20) days after the giving by any party to any other party hereto of written notice (the "Dispute Notice") that there is such a dispute, controversy or claim, representatives of the parties with authority to settle the matter shall meet at a mutually acceptable time and place in an effort to reach an amicable resolution.
