Common use of Management Negotiations Clause in Contracts

Management Negotiations. The Parties must attempt in good faith to resolve any dispute, controversy or claim arising out of or relating hereto or any related agreements by prompt negotiations between each Party’s designated representative, or such other person designated in writing as a representative of such Party (each a “Manager”). Each Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective companies (each an “Executive”), who shall have authority to settle the dispute. Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide the other Notice confirming the referral and identifying the name and title of the Executive designated to represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request refuses or does not meet within the ten (10) Business Day period specified, either Party may initiate mediation of the controversy or claim according to the terms of Section 13.4.

Management Negotiations. The Parties must will attempt in good faith to resolve any dispute, controversy or claim arising out of or relating hereto to this Agreement or any related agreements by prompt negotiations between each Party’s designated representative, or such other person authorized representative designated in writing as a representative of such the Party (each a “Manager”). Each Either Manager may may, by Xxxxxx to the other Party, request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and placeplace (either in person or telephonically). If the matter is not resolved within fifteen (15) Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective companies (each an “Executive”), who shall that have authority to settle the disputedispute (“Executive(s)”). Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide the other one another Notice confirming the referral and identifying the name and title of the Executive designated to who will represent the Party. Within five (5) Business Days of the Referral Date Date, the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary necessary, to exchange relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request Notice to meet, pursuant to Section 12.2(a) above, refuses or does not meet within the ten (10) Business Day period specifiedspecified in Section 12.2(a) above, either Party may initiate mediation arbitration of the controversy or claim according to the terms by providing Notice of Section 13.4a demand for binding arbitration at any time thereafter.

Management Negotiations. The Parties must will attempt in good faith to resolve any dispute, controversy or claim arising out of or relating hereto or any related agreements to this Agreement by prompt negotiations between each Party’s designated representativeAuthorized Representative, or such other person designated in writing as a representative of such the Party (each a “Manager”). Each Either Manager may request a meeting (to, be held in person or telephonically) , to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective companies (each an “ExecutiveExecutive(s)”), who shall have authority to settle the dispute. Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide the other one another written Notice confirming the referral and identifying the name and title of the Executive designated to who will represent the Party. Within five (5) Business Days of the Referral Date Date, the Executives shall establish a mutually acceptable location and datedate to meet, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary necessary, to exchange relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be deemed confidential and subject to the confidentiality provisions of this Agreement. All such communication and writing shall be inadmissible as evidence such that it cannot be used or referred to in any subsequent binding adjudicatory process between the Parties, whether with respect to this dispute or any other. If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request to meet, pursuant to Section 12.2(a), refuses or does not meet within the ten (10) Business Day period specifiedspecified in Section 12.2(a), either Party may initiate mediation of the controversy or claim according to the terms of the following Section 13.412.3.

Management Negotiations. The Parties must will attempt in good faith to resolve any dispute, controversy or claim arising out of or relating hereto to this Agreement or any related agreements by prompt negotiations between each Party’s designated representative, or such other person authorized representative designated in writing as a representative of such the Party (each a “Manager”). Each Either Manager may may, by Notice to the other Party, request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and placeplace (either in person or telephonically). If the matter is not resolved within fifteen (15) Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective companies (each an “Executive”), who shall that have authority to settle the disputedispute (“Executive(s)”). Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide the other one another Notice confirming the referral and identifying the name and title of the Executive designated to who will represent the Party. Within five (5) Business Days of the Referral Date Date, the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary necessary, to exchange relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request Notice to meet, pursuant to Section 12.2(a) above, refuses or does not meet within the ten (10) Business Day period specifiedspecified in Section 12.2(a) above, either Party may initiate mediation arbitration of the controversy or claim according to the terms by providing Notice of Section 13.4a demand for binding arbitration at any time thereafter.

Management Negotiations. The Parties must will attempt in good faith to resolve any dispute, controversy or claim arising out of or relating hereto to this Agreement or any related agreements by prompt negotiations between each Party’s designated representativeAuthorized Representative, or such other person designated in writing as a representative of such the Party (each a “Manager”). Each Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective companies (each an “ExecutiveExecutive(s)”), who shall have authority to settle the dispute. Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide the other one another written Notice confirming the referral and identifying the name and title of the Executive designated to who will represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, meet as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to Subsection 18.2(b), refuses or does not meet within the ten thirty (1030) Business Day calendar day period specifiedspecified in Subsection 18.2(b), either Party may initiate mediation of the controversy or claim according to the terms of the following Section 13.418.3.

Management Negotiations. The Parties must will attempt in good faith to resolve any dispute, controversy or claim arising out of or relating hereto to this Agreement or any related agreements by prompt negotiations between each Party’s designated representative, or such other person authorized representative designated in writing as a representative of such the Party (each a “Manager”). Each Either Manager may may, by Notice to the other Party, request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and placeplace (either in person or telephonically). If the matter is not resolved within fifteen (15) Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective companies (each an “Executive”), who shall that have authority to settle the disputedispute (“Executive(s)”). Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide the other one another Notice confirming the referral and identifying the name and title of the Executive designated to who will represent the Party. Within five (5) Business Days of the Referral Date Date, the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary necessary, to exchange relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request Notice to meet, pursuant to Section 25.2.1 above, refuses or does not meet within the ten (10) Business Day period specifiedspecified in Section 25.2.1 above, either Party may initiate mediation arbitration of the controversy or claim according by providing Notice of a demand for binding arbitration at any time thereafter. Arbitration. Any dispute that cannot be resolved by management negotiations as set forth in Section 25.2 above shall be resolved through binding arbitration by a retired judge or justice from the AAA panel conducted in San Diego, California, administered by and in accordance with AAA’s Commercial Arbitration Rules (“Arbitration”). Any arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the field of the dispute. The Parties shall cooperate with one another in selecting the arbitrator within sixty (60) days after Notice of the demand for arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually-acceptable arbitrator, the arbitrator shall be appointed as provided for in AAA’s Commercial Arbitration Rules. At the request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the terms extent the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown. All objections are reserved for the Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown. The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages and the other remedies contemplated by this Agreement. The arbitrator shall prepare in writing and provide to the Parties an award including factual findings and the reasons on which their decision is based. The arbitrator’s award shall be made within nine (9) months of the filing of the Notice of intention to arbitrate (demand) and the arbitrator shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the Parties or by the arbitrator, if necessary. Judgment on the award may be entered in any court having jurisdiction. The prevailing Party in this dispute resolution process is entitled to recover its costs. Until such award is made, however, the Parties shall share equally in paying the costs of the Arbitration. The arbitrator shall have the authority to grant dispositive motions prior to the commencement of or following the completion of discovery if the arbitrator concludes that there is no material issue of fact pending before the arbitrator. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error. The existence, content, and results of any Arbitration hereunder is confidential information that is subject to the provisions of Section 13.427.1.

Management Negotiations. The Parties must will attempt in good faith to resolve any dispute, controversy or claim arising out of or relating hereto or any related agreements to this Agreement by prompt negotiations between each Party’s designated representativeAuthorized Representative, or such other person designated in writing as a representative of such the Party (each a “Manager”). Each Either Manager may request a meeting (meeting, to be held in person or telephonically) , to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective companies (each an “ExecutiveExecutive(s)”), who shall have authority to settle the dispute. Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide the other one another written Notice confirming the referral and identifying the name and title of the Executive designated to who will represent the Party. Within five (5) Business Days of the Referral Date Date, the Executives shall establish a mutually acceptable location and datedate to meet, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary necessary, to exchange relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be deemed confidential and subject to the confidentiality provisions of this Agreement. All such communication and writing shall be inadmissible as evidence such that it cannot be used or referred to in any subsequent binding adjudicatory process between the Parties, whether with respect to this dispute or any other. If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request to meet, pursuant to Section 12.9.2.1, refuses or does not meet within the ten (10) Business Day period specifiedspecified in Section 12.9.2.1, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 13.412.9.3.

Management Negotiations. The Parties must will attempt in good faith to resolve any dispute, controversy or claim arising out of or relating hereto to this Agreement or any related agreements by prompt negotiations between each Party’s designated representative, or such other person authorized representative designated in writing as a representative of such the Party (each a “Manager”). Each Either Manager may may, by Notice to the other Party, request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and placeplace (either in person or telephonically). If the matter is not resolved within fifteen (15) Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective companies (each an “Executive”), who shall that have authority to settle the disputedispute (“Executive(s)”). Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide the other one another Notice confirming the referral and identifying the name and title of the Executive designated to who will represent the Party. Within five (5) Business Days of the Referral Date Date, the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary necessary, to exchange relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request Notice to meet, pursuant to Section 27.02(a) above, refuses or does not meet within the ten (10) Business Day period specifiedspecified in Section 27.02(a) above, either Party may initiate mediation arbitration of the controversy or claim according to the terms by providing Notice of Section 13.4a demand for binding arbitration at any time thereafter.

Management Negotiations. The Parties must attempt in good faith to resolve any dispute, controversy or claim arising out of or relating hereto or any related agreements by prompt negotiations between each Party’s designated representative, or such other person designated in writing as a representative of such Party (each a “Manager”). Each Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within fifteen (15) 15 Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective respec­tive companies (each an “Executive”), who shall have authority to settle the dispute. Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide the other Notice confirming the referral and identifying the name and title of the Executive designated to represent the Party. Within five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request refuses or does not meet within the ten (10) Business Day period specified, either Party may initiate mediation of the controversy or claim according to the terms of Section 13.413.04.

Management Negotiations. The Parties must will attempt in good faith to resolve any dispute, controversy or claim arising out of or relating hereto to this Agreement or any related agreements by prompt negotiations between each Party’s designated representative, or such other person authorized representative designated in writing as a representative of such the Party (each a “Manager”). Each Either Manager may may, by Notice to the other Party, request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and placeplace (either in person or telephonically). If the matter is not resolved within fifteen (15) Business Days of their first meeting (“Initial Negotiation End Date”), the Managers shall refer the matter to the designated senior officers of their respective companies (each an “Executive”), who shall that have authority to settle the disputedispute (“Executive(s)”). Within five (5) Business Days of the Initial Negotiation End Date (“Referral Date”), each Party shall provide the other one another Notice confirming the referral and identifying the name and title of the Executive designated to who will represent the Party. Within five (5) Business Days of the Referral Date Date, the Executives shall establish a mutually acceptable location and date, which date shall not be greater than thirty (30) days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary necessary, to exchange relevant information and to attempt to resolve the dispute. All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. If the matter is not resolved within forty-five (45) days of the Referral Date, or if the Party receiving the written request Notice to meet, pursuant to Section 22.2.1 above, refuses or does not meet within the ten (10) Business Day period specifiedspecified in Section 22.2.1 above, either Party may initiate mediation arbitration of the controversy or claim according by providing Notice of a demand for binding arbitration at any time thereafter. Arbitration. Any dispute that cannot be resolved by management negotiations as set forth in Section 22.2 above shall be resolved through binding arbitration by a retired judge or justice from the AAA panel conducted in San Diego, California, administered by and in accordance with AAA’s Commercial Arbitration Rules (“Arbitration”). Any arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the field of the dispute. The Parties shall cooperate with one another in selecting the arbitrator within sixty (60) days after Notice of the demand for arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually-acceptable arbitrator, the arbitrator shall be appointed as provided for in AAA’s Commercial Arbitration Rules. At the request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the terms extent the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown. All objections are reserved for the Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown. The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages and the other remedies contemplated by this Agreement. The arbitrator shall prepare in writing and provide to the Parties an award including factual findings and the reasons on which their decision is based. The arbitrator’s award shall be made within nine (9) months of the filing of the Notice of intention to arbitrate (demand) and the arbitrator shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the Parties or by the arbitrator, if necessary. Judgment on the award may be entered in any court having jurisdiction. The prevailing Party in this dispute resolution process is entitled to recover its costs. Until such award is made, however, the Parties shall share equally in paying the costs of the Arbitration. The arbitrator shall have the authority to grant dispositive motions prior to the commencement of or following the completion of discovery if the arbitrator concludes that there is no material issue of fact pending before the arbitrator. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error. The existence, content, and results of any Arbitration hereunder is Confidential Information that is subject to the provisions of Section 13.424.1.