Common use of Expert Decision Clause in Contracts

Expert Decision. If a dispute remains unresolved pursuant to Section 9.2(e)(v), on which neither Party has the deciding vote, then upon written request by either Party to the other Party, the Parties shall promptly negotiate in good faith to appoint an appropriate expert ("Expert"). If the Parties are unable to agree on an Expert by mutual written agreement within seven (7) calendar days after the receipt by a Party of the written request in the immediately preceding sentence, the Expert shall be appointed by the International Centre for Expertise of the International Chamber of Commerce (“ICC”) under its rules of expertise; provided, however, that initially, the Parties shall [***] the fees charged by ICC upon appointment of the Expert. The Parties will then promptly make available the same set of documents supporting their proposals to the mutually agreed Expert or the appointed Expert, as the case may be. Such Expert shall have the right to meet with the Parties, either alone or together, as necessary to make a determination. Each Party shall submit to such Expert and exchange with each other in advance of such Expert’s review their last, best offers. Such Expert shall be limited to awarding only one or the other of the offers submitted. No later than [***] calendar days after the agreement or designation of such Expert, as the case may be, such Expert shall make a determination. Such Expert shall provide the Parties with a written statement setting forth the basis of the determination in connection therewith. The decision of such Expert shall be final and conclusive and binding on the Parties and their Affiliates and Sublicensees, absent manifest error. The costs of such Expert shall be borne [***]. The Parties shall use their good faith efforts to expedite the processes set forth in Section 9.2(e) and this Section 9.3.

Expert Decision. If a dispute remains unresolved pursuant to Section 9.2(e)(v), on which neither Party has the deciding vote, then upon written request by either Party to the other Party, the Parties shall promptly negotiate in good faith to appoint an appropriate expert ("“Expert"”). If the Parties are unable to agree on an Expert by mutual written agreement within seven (7) calendar days after the receipt by a Party of the written request in the immediately preceding sentence, the Expert shall be appointed by the International Centre for Expertise of the International Chamber of Commerce (“ICC”) under its rules of expertise; provided, however, that initially, the Parties shall [***] the fees charged by ICC upon appointment of the Expert. The Parties will then promptly make available the same set of documents supporting their proposals to the mutually agreed Expert or the appointed Expert, as the case may be. Such Expert shall have the right to meet with the Parties, either alone or together, as necessary to make a determination. Each Party shall submit to such Expert and exchange with each other in advance of such Expert’s review their last, best offers. Such Expert shall be limited to awarding only one or the other of the offers submitted. No later than [***] calendar days after the agreement or designation of such Expert, as the case may be, such Expert shall make a determination. Such Expert shall provide the Parties with a written statement setting forth the basis of the determination in connection therewith. The decision of such Expert shall be final and conclusive and binding on the Parties and their Affiliates and Sublicensees, absent manifest error. The costs of such Expert shall be borne [***]. The Parties shall use their good faith efforts to expedite the processes set forth in Section 9.2(e) and this Section 9.3.