Milestone Dispute Resolution Sample Clauses
The Milestone Dispute Resolution clause establishes a process for resolving disagreements related to the achievement or completion of project milestones. Typically, this clause outlines steps such as negotiation, mediation, or referral to an independent expert when parties cannot agree on whether a milestone has been met, and may set specific timelines for each stage of the process. Its core function is to provide a structured and efficient method for addressing milestone-related disputes, thereby minimizing project delays and maintaining clear expectations between parties.
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Milestone Dispute Resolution. If Seller disagrees as to whether or not an Earnout Milestone has been achieved, Seller will give written notice (a “Dispute Notice”) to DTS with a reasonable description of the basis for such disagreement within fifteen (15) days of Seller’s receipt of the Milestone Notice regarding the Earnout Milestone. For a period of fifteen (15) days following DTS’s receipt of the Dispute Notice, DTS and Seller will negotiate in good faith to attempt to agree whether or not the Earnout Milestone has been achieved. If DTS and Seller cannot resolve the dispute within that fifteen (15) day period, then the parties shall submit the dispute to a mutually acceptable international independent registered public accounting firm, provided that such accounting firm shall not have performed accounting or audit services for DTS or Seller in the past year (the “Determining Accountants”), for final determination whether or not gross revenues as determined in accordance with GAAP generated from the Sirius/XM License for the year in question exceeded $ *** . The determination of the Determining Accountants shall be final, binding and conclusive on the parties hereto. The Determining Accountants shall consider only the items in dispute and shall be instructed to act within 30 days (or such longer period as the parties may agree) to resolve the dispute. The fees and expenses of the Determining Accountants shall be paid by the non-prevailing party in the dispute.
Milestone Dispute Resolution. [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
2.8.1 In the event that the Stockholders Representative disputes the payment or non-payment of any Net Sales Milestone Payment or First Commercial Sale Event based on the information the Stockholders Representative receives from the Audit Accountant (a "Milestone Dispute"), the Stockholders Representative shall deliver a written notice (an "Objection Notice") to the Buyer within [*] of receipt by the Stockholders Representative of the information from the Audit Accountant. The Objection Notice shall specify in reasonable detail the reasons the Stockholders Representative disputes the determination. If the Stockholders Representative does not deliver an Objection Notice within [*] following the Stockholders Representative's receipt of the information from the Audit Accountant, the Stockholders Representative shall be deemed to have waived its right to object to the payment made or the non-payment of any Net Sales Milestone Payment or First Commercial Sale Event based on such information from the Audit Accountant.
2.8.2 During the [*] period following the delivery of any Objection Notice, the Buyer and the Stockholders Representative shall attempt, in good faith, to resolve such Milestone Dispute. If, at the end of such [*] period, the Buyer and the Stockholders Representative shall not have reached agreement with respect to the dispute, such dispute shall be finally resolved by arbitration in accordance with Section 11.5 hereof.
2.8.3 If any audit by the Audit Accountant pursuant to Section 2.7 reveals that any Net Sales Milestone Payment was not paid when due, and such determination is confirmed by the process described in Section 2.8.2, then the fee of the Audit Accountant, together with reasonable out-of-pocket costs and expenses, for the applicable audit shall be borne by the Buyer, which fee shall be paid within [*] after demand therefor by the Stockholders Representative.
Milestone Dispute Resolution. The parties shall meet not less than monthly to review the status of the achievement of the Milestones and such other portions of this Agreement as the parties may determine. If Buyer determines in good faith that the progress of the performance of the Milestone events is not in material and substantial compliance or is otherwise substantially behind schedule, Buyer shall inform Seller of such determination in reasonable detail as promptly as practicable but not later than at the next following monthly meeting. In the event that the parties disagree as to whether the Milestones have been substantially completed in all material respects or otherwise or are not otherwise able to agree that Seller is entitled to the Contingent Transition Payment, then an executive officer of Seller and a senior management member of the Buyer will meet to discuss any such notice and cooperate in good faith to resolve any related matter and shall have authority to agree to an appropriate reduction of the Contingent Transition Payment, to extend of the time to complete the satisfaction of the Milestones in accordance with the standard set forth herein, or to recommend the resolution of such dispute to mediation or arbitration, in the discretion of such officers.
Milestone Dispute Resolution. If the Stockholder Representative disagrees as to whether or to what extent the Company has achieved the Earnout Milestones, the Stockholder Representative will give written notice (a "Dispute Notice") to Buyer with a reasonable description of the basis for such disagreement within fifteen (15) days of Stockholder Representative's receipt of the Milestone Notice regarding the Earnout Milestones. To the extent any portion of the Earnout Consideration is not in dispute, such amount shall be paid forthwith. All rights to Earnout Consideration under this Section 2.4(c) will be extended from the time of Buyer's receipt of the Dispute Notice until the resolution of the dispute in question. For a period of fifteen (15) days following Buyer's receipt of the Dispute Notice, Buyer and the Stockholder Representative will negotiate in good faith to attempt to agree whether and to what extent the Milestones have been achieved. If Buyer and the Stockholder Representative cannot resolve the dispute within that fifteen (15) day period, then the parties will resolve the dispute pursuant to the dispute resolution procedures for the Closing Working Capital set forth in Section 3.1.