Milestone Event Disputes Sample Clauses

Milestone Event Disputes. (i) Parent shall keep, and shall cause the other Parent Parties to keep, adequate books and records of accounting for the purpose of confirming whether the Milestone Event has occurred for a period of three years following the end of the Calendar Year to which each pertain. If the Sellers’ Representative believes that the Milestone Event has occurred, or that any Milestone Statement is inaccurate in whole or in part, then the Sellers’ Representative shall deliver to Parent written notice thereof (a “Milestone Dispute Notice”) in reasonable detail. Following the delivery of a Milestone Dispute Notice, Parent and the Sellers’ Representative shall first attempt in good faith to resolve by negotiation and consultation between themselves, any dispute as to whether the Milestone Event has occurred and whether the Milestone Payment is payable.
Sample 1
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Milestone Event Disputes. If the Equityholders’ Representative believes that any Milestone Event has occurred and Parent has not reported its occurrence in accordance with this Exhibit D, then the Equityholders’ Representative shall deliver to Parent written notice thereof (a “Milestone Dispute Notice”), in reasonable detail. During the thirty (30) days following the delivery of a Milestone Dispute Notice, Parent and the Equityholders’ Representative shall attempt in good faith to resolve any dispute as to whether any Milestone Event has occurred and whether any Milestone Payment is payable. In the case of any Milestone Dispute Notice that relates to any Milestone Event other than the Net Sales Milestone Event, following such thirty-day period, either party may initiate litigation of such dispute in accordance with Sections 9.7, 9.9 and 9.10 of the Agreement. In the case of any Milestone Dispute Notice that relates to the Net Sales Milestone Event, if Parent and the Equityholders’ Representative do not reach agreement with respect to all disputes relating to any such matter within thirty (30) days after a Milestone Dispute Notice is delivered to Parent by the Equityholders’ Representative, the parties shall submit for arbitration all matters that remain in dispute and that were properly included in the Milestone Dispute Notice to an internationally recognized independent public accounting firm that is not affiliated with either party and which shall be agreed upon by Parent and the Equityholders’ Representative in writing (the “Independent Accounting Firm”). If Parent and the Equityholders’ Representative cannot agree on a mutually acceptable Independent Accounting Firm within thirty (30) days after either party has determined that the parties cannot reach agreement with respect to a dispute, then within five (5) Business Days after the expiration of such thirty (30) day period, each of Parent and the Equityholders’ Representative shall appoint one Independent Accounting Firm who shall jointly select a third Independent Accounting Firm within five (5) Business Days after the last to occur of their respective appointments to arbitrate the referred matter. The Independent Accounting Firm mutually agreed by the parties or, if the parties cannot agree, the third Independent Accounting Firm selected by the party-appointed Independent Accounting Firms is referred to as the “Selected Accounting Firm”. Parent and the Equityholders’ Representative shall instruct the Selected Accounting Firm...
Sample 1

Related to Milestone Event Disputes

  • Payment Disputes We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  • Patent Disputes Notwithstanding any other provisions of this Article 11, and subject to the provisions of Section 6.2, any dispute, controversy or claim relating to the scope, validity, enforceability or infringement of any Intrexon Patents shall be submitted to a court of competent jurisdiction in the country in which such Patent was filed or granted.

  • Contract Disputes The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Supervisor and the County‘s project manager as specified in Article 25. Notices by way of the following process, such matter shall be brought to the attention of the County DPA by way of the following process:

  • Formal Dispute Process Members representing: (i) any one of the three state Participant Groups or (ii) an aggregate of at least six (6) votes, may appeal the informal Dispute by signing and furnishing to the Regional Director, the Program Manager, and each other Member, a written request to initiate a formal Dispute. This request must, with reasonable specificity, identify the issue(s) in Dispute, the relief sought, and any supporting documentation. If such a request is not received by the Regional Director within ten

  • Audit Dispute In the event of a dispute with respect to any audit under Section 4.11, AstraZeneca and Licensee shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [* * *] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Auditor”). The decision of the Auditor shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Auditor shall determine. Not later than [* * *] days after such decision and in accordance with such decision, Licensee shall pay the additional amounts, with interest from the date originally due as provided in Section 4.9 or AstraZeneca shall reimburse the excess payments, as applicable.

  • Billing and Payment; Disputed Amounts 9.1 Except as otherwise provided in this Agreement, each Party shall submit to the other Party on a monthly basis in an itemized form, statement(s) of charges incurred by the other Party under this Agreement.

  • Investment disputes 1. Any dispute between an investor of one Contracting Party and the other Contracting party in connection with an investment in the territory of the other Contracting Party shall, as far as possible, be settled amicably through negotiations between the parties to the dispute. The party intending to resolve such dispute through negotiations shall give written notice to the other of its intention.

  • Performance while Dispute is Pending Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

  • Disputed Xxxx 2.9.1 If the Buying Entity does not dispute a Monthly Xxxx raised by the other Party within fifteen (15) days of receiving such Xxxx shall be taken as conclusive and binding.

  • Disputes Procedure If a dispute relating to a Script licensed in accordance with this Agreement arises between the Writer and the BBC which cannot be settled by direct discussion then either party will have the right to refer the issue to a panel of five which shall be comprised of the Writer and their representative, two representatives from the BBC and an independent third party to be appointed by agreement between the Writer and the BBC. This clause shall not however be invoked in a manner which might override any other clause in this Agreement or call into question the BBC’s reasonable and proper discretion to exercise its editorial control over a Programme.

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