Oversight Committee Approval Procedures; Dispute Resolution Sample Clauses

Oversight Committee Approval Procedures; Dispute Resolution. The Oversight Committee must consider any request made by Prometheus pursuant to Section 3.6(a)(iii) or (b) above for Oversight Committee approval in good faith and using its Reasonable Business Judgment. When making such request, Prometheus will provide the Committee with its business case for the proposal, including its analysis of the projected impact of the proposal on overall Product sales and profits (with and without the proposal) and impact on the average Discount rate for the overall Product business (comparing the aggregate amount of Discounts to aggregate Product sales, whether or not discounted). The Oversight Committee's determination shall be based on whether or not, in the Committee's Reasonable Business Judgment, the proposal is reasonably expected to result in increased Product profit contribution to both AstraZeneca and Prometheus. Such determination (i) will not take into account any increased sales or profits of products other than the Product and (ii) will be based on the projected direct impact of the proposal on overall Product sales and profits, not on the increased sales only under the Managed Care Contract or Government Health Care Program covered by the proposal. (The criteria described in the prior two sentences are referred to below as the "Review Criteria.") If the Oversight Committee rejects Prometheus' request, it will provide to Prometheus its basis for rejection (including a description of where the Committee's assumptions differ from Prometheus' submission). Further, in the event the Oversight Committee does not approve Prometheus' request, the Parties shall (at Prometheus' option) appoint an independent expert to review the same and, based upon the Review Criteria, provide a binding recommendation regarding the same. Prometheus may not make more than [***] requests for expert review within any [***] period. Multiple contracts or adjustments under Sections 3.6(a)(iii) and (b) can be submitted to the expert at any such review; however, the expert's recommendation shall be made on each proposal separately, applying the Review Criteria to each proposal separately, not on the aggregate impact of the multiple contracts or adjustments being reviewed. If the independent expert recommends approval of Prometheus' request, the Oversight Committee shall be deemed to have approved such request and AstraZeneca shall [***]. If the independent expert does not recommend approval of Prometheus' request, the Oversight Committee shall be de...
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Related to Oversight Committee Approval Procedures; Dispute Resolution

  • Central Dispute Resolution Committee a) There shall be established a Central Dispute Resolution Committee (CDRC), which shall be composed of two (2) representatives from each of the central parties, and two (2) representatives of the Crown.

  • Dispute Resolution Procedure 21.1 All disputes or grievances arising between the Parties shall as far as practical be resolved at the workplace level through consultation. Accordingly the following procedure must be followed:

  • CENTRAL DISPUTE RESOLUTION PROCESS The following process pertains exclusively to disputes and grievances on central matters that have been referred to the central process. In accordance with the School Board Collective Bargaining Act, 2014 central matters may also be grieved locally, in which case local grievance processes will apply. In the event that central language is being grieved locally, the local parties shall provide the grievance to their respective central agents.

  • Dispute Resolution Procedures (a) In the event a dispute arises about the interpretation, application, calculation of Loss, or calculation of payments or otherwise with respect to this Single Family Shared-Loss Agreement (“SF Shared-Loss Dispute Item”), then the Receiver and the Assuming Institution shall make every attempt in good faith to resolve such items within sixty (60) days following the receipt of a written description of the SF Shared-Loss Dispute Item, with notification of the possibility of taking the matter to arbitration (the date on which such 60-day period expires, or any extension of such period as the parties hereto may mutually agree to in writing, herein called the “Resolution Deadline Date”). If the Receiver and the Assuming Institution resolve all such items to their mutual satisfaction by the Resolution Deadline Date, then within thirty (30) days following such resolution, any payment due as a result of such resolution shall be made arising from the settlement of the SF Shared-Loss Dispute.

  • I2 Dispute Resolution I2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director of the Contractor and the commercial director of the Authority.

  • Formal Dispute Resolution 10.6.1 If the Parties are unable to resolve the dispute through the informal procedure described in Section 10.5, then either Party may invoke the formal Dispute Resolution procedures described in this Section 10.6. Unless agreed among all Parties, formal Dispute Resolution procedures, including arbitration or other procedures as appropriate, may be invoked not earlier than sixty (60) calendar days after receipt of the letter initiating Dispute Resolution under Section 10.3.

  • Informal Dispute Resolution Prior to the initiation of formal dispute resolution procedures, the Parties shall first attempt to resolve their Dispute informally, in a timely and cost-effective manner, as follows:

  • Initial Dispute Resolution If a dispute arises out of or relates to this Contract or its breach, the parties shall endeavor to settle the dispute first through direct discussions between the parties’ representatives who have the authority to settle the dispute. If the parties’ representatives are not able to promptly settle the dispute, they shall refer the dispute to the senior administrators of the parties who have the authority to settle the dispute, who shall meet within fourteen days thereafter. If the dispute is not settled by the senior administrators, the parties may submit the dispute to mediation in accordance with Paragraph 5.2.3.2.

  • Informal Dispute Resolution Process 1. In the event there is a dispute under this Centralized Contract, the Contractor, OGS and Authorized User agree to exercise their best efforts to resolve the dispute as soon as possible. The Contractor, OGS and Authorized User shall, without delay, continue to perform their respective obligations under this Centralized Contract which are not affected by the dispute. Primary responsibility for resolving any dispute arising under this Centralized Contract shall rest with the Authorized User’s Contractor Coordinators and the Contractor’s Account Executive and the State & Local Government Regional General Manager.

  • Dispute Resolutions Parties agree to arbitration of dispute in Houston, Texas, USA.

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