Decision-Making Authority Sample Clauses
The Decision-Making Authority clause defines which party or individual has the power to make binding choices on behalf of the parties involved in an agreement. Typically, this clause outlines the scope of decisions covered, such as operational, financial, or strategic matters, and may specify whether decisions require unanimous consent, a majority vote, or can be made unilaterally. By clearly assigning responsibility for key decisions, this clause helps prevent disputes and ensures efficient governance throughout the relationship.
POPULAR SAMPLE Copied 86 times
Decision-Making Authority. BMS shall have the sole decision-making authority for the operations and Commercialization strategies and decisions, including funding and resourcing, related to the Commercialization of Products; provided that such decisions are not inconsistent with the express terms and conditions of this Agreement, including BMS’ diligence obligations set forth in Section 5.1.
Decision-Making Authority. With respect to the responsibilities of the Joint Development Committee, each Party shall have one (1) collective vote in all decisions, and the Parties shall attempt to make decisions by reaching agreement. If the JDC cannot reach agreement within *** of a disputed matter being brought to a vote, either Party may refer the dispute to the Parties’ executives for resolution in accordance with Section 15.1 and the other provisions of Article 15. The JDC has no authority to amend, or to waive compliance with, any provisions of this Agreement.
Decision-Making Authority. The JCC shall make its decisions by consensus, with each Party’s representatives collectively having one vote. If the JCC is unable to reach consensus regarding a matter before it, the issue shall be presented by the JCC to the Parties’ Applicable Senior Officers for resolution. Once an issue has been presented to the Applicable Senior Officers, they shall have fifteen (15) days to make a final determination regarding the issue in dispute. In the event that the Applicable Senior Officers are unable to reach a final determination within such fifteen (15) day period, then Acerus shall have the final decision making authority over (i) the management of and payment for clinical development activities associated with the Cardiovascular PMR and PMR Trial (including relating to any agreements relating thereto to be entered into by Aytu with the PMR Sponsor Group or any members thereof), and (ii) decisions relating to the manufacture of Product which do not affect or change in any way the Specification, the Product NDA, or any other Regulatory Submission, (provided that Acerus shall have the ability to make specification changes necessary for the approval of a any modified or changed dispenser used for the Product, subject to Aytu’s written consent, such consent not to be unreasonably withheld, delayed or conditioned, it being understood that the economic value of such specification changes to Aytu apart from considerations of compliance with applicable law, regulations, or regulatory guidance with respect to safety and efficacy required for approval shall not be taken into account when determining the reasonableness of Aytu in this regard; provided, however, that Acerus shall use all commercially reasonable efforts to cooperate with Aytu to minimize any adverse economic consequences (such as Product returns) that may arise as a result of the implementation of any such modified or changed dispenser for the Product, and Aytu shall have authority to make the final decision with respect to all other issues relating to regulatory and commercialization.
Decision-Making Authority. It is the mutual responsibility of the Board of Education and the Association that their representatives shall be empowered with necessary authority to make and consider proposals, counterproposals and tentative agreements.
Decision-Making Authority. The JRC shall decide matters within its responsibilities set forth in Section 6.3.
Decision-Making Authority. The Joint Research Committee will attempt to make decisions by consensus. If the JRC cannot reach consensus, then Genentech shall have final decision making authority; except for the following, which require agreement of the Parties: [*****].
Decision-Making Authority. If the Executive Officers are unable to resolve any matter referred to them by the chairperson of the JSC within [***] Business Days after the matter is referred to them, then, subject to Section 2.2(g):
(i) if the [***] the right to decide any such unresolved matter that relates solely to the US Territory, (B) Celgene shall have the right to decide any such unresolved matter that relates solely to the ROW Territory, and (C) if Vividion is the Lead US Party and such unresolved matter relates to both the US Territory and the ROW Territory, Vividion shall have the right to decide such unresolved matter with respect to the US Territory and Celgene shall have the right to decide such unresolved matter with respect to the ROW Territory; provided, however, that, in each case ((A), (B) and (C)), the resolving Party shall give due, good faith consideration to any comments or preferences expressed by the other Party with respect to any such matter;
(ii) if the unresolved matter relates to Commercialization of the Shared Products: (A) the Lead US Party shall have the right to decide the unresolved matter for the US Territory and (B) Celgene shall have the right to decide the unresolved matter for the ROW Territory; provided, however, that the resolving Party shall give due consideration to any comments or preferences expressed by the other Party with respect to such matter; and
(iii) if the unresolved matter relates to Manufacture of the Shared Products, Celgene shall have the right to decide the unresolved matter for the Territory; provided, however, that Celgene shall give due, good faith consideration to any comments or preferences expressed by Vividion with respect to any such matter;
Decision-Making Authority. If the Executive Officers are unable to resolve any disagreement so referred within a period of [***] after such matter is referred to them (or such longer period as the Executive Officers may agree upon), then:
Decision-Making Authority. (i) The representatives from each Party will have, collectively, one (1) vote on behalf of their respective Party. The JSC will consider proposals, arguments and concerns presented by each Party in an open and transparent manner and will endeavor to make decisions by unanimous agreement. If the JSC cannot reach unanimous agreement on an issue that comes before the JSC within [***] of the meeting where such issue was raised and over which the JSC has oversight, the Parties will refer such issue for resolution in accordance with Section 6.2.3(ii).
(ii) The JSC will refer any matter as to which the JSC cannot reach a consensus decision to the Executive Officers for resolution, which will include a written summary of the respective positions of the Parties. Such Executive Officers will use good faith efforts, in compliance with this Section 6.2.3(ii), to resolve promptly such matter, which good faith efforts will include at least one meeting between such Executive Officers within [***] after the JSC’s submission of such matter to them. If the Executive Officers are unable to reach unanimous agreement on any such matter within [***] of the matter being presented to them, then:
Decision-Making Authority. The JSC shall decide matters within its responsibilities as set forth in Section 7.4.