Resolution by Expert Sample Clauses

Resolution by Expert. If the Parties shall have failed to resolve the Dispute within fifteen Business Days after the date that the Parties referred the Dispute to their senior officers, then, provided the Parties shall so agree, the Dispute may be submitted for resolution by an Expert, such Expert to be appointed by the mutual agreement of the Parties. Proceedings before an Expert shall be held in Sacramento, California (or any other location agreed to by the Parties). The Expert shall apply to such proceedings the substantive law of the State of New York in effect at the time of such proceedings. The decision of the Expert shall be final and binding upon the Parties. In the event that (a) the Parties cannot agree on the appointment of an Expert within ten Business Days after the date that the Parties agreed to submit the Dispute for resolution by the Expert or (b) the Expert fails to resolve such Dispute within 60 days after the Parties have submitted such Dispute to the Expert, then any Party may file a demand for arbitration in writing in accordance with Section 10.3.

Resolution by Expert. (a) If a Dispute, or any other matter, is required to be referred to, or determined by, an Expert in accordance with this agreement (including under clause 19.2(d)): (i) the Expert must be appointed by agreement between the Parties or, in default of such appointment within 10 Business Days after the need to refer the Dispute to an Expert, will be that person nominated, at either Party’s request, by: (A) where the Parties agree the Dispute is primarily of a technical nature, the President (for the time being) of Engineers Australia – Queensland Division; (B) where the Parties agree the Dispute is primarily of a financial or accounting nature, the Chairperson (for the time being) of the Resolution Institute; or (C) in any other case, the President (for the time being) of the Queensland Law Society Inc.; (ii) the Expert must: (A) have appropriate qualifications and practical experience having regard to the nature of the Dispute; (B) have no interest or duty which conflicts or may conflict with his or her function as Expert, he or she being required to fully disclose any such interest or duty by written notice to the Parties before his or her appointment; (C) not be an employee of a Party or of a Related Party of a Party; (D) not be permitted to act until he or she has given written notice to each Party that he or she is willing and able to accept the appointment; (E) have regard to the provisions of this agreement and consider all submissions (including oral submissions by each Party provided that such oral submissions are made in the presence of the Parties), supporting documentation, information and data with respect to the matter submitted by the Parties; (F) for clarity, only make a determination in a way that is consistent with this agreement; (G) provide the Parties with a copy of his or her determination in the form of a report within a reasonable time after his or her appointment; (H) be required to undertake to keep confidential all matters coming to his or her knowledge by reason of his or her appointment and performance of his or her duties; and (I) be deemed to be and act as an expert and not an arbitrator and the law relating to arbitration including the Commercial Arbitration Act 2013 (Qld), will not apply to him or her or the determination or the procedures by which he or she may reach a determination; and (iii) if the Expert is to be nominated by a person referred to in clause 19.3(a)(i), the Parties must comply with and do all things necessar...

Resolution by Expert. If the Parties do not reach a mutually acceptable resolution as to an Expert Dispute within the [* * *] period following referral to Executive Officers described in Section 16.6(a), then upon written notice by either Party (an “Expert Resolution Notice”), the Expert Dispute shall be resolved by a final, binding determination by an independent expert in the manner described in this Section 16.7.

Resolution by Expert. If the Deadlock Matter is not resolved prior to the expiration of the CEO Resolution Period, and concerns any matter which may be capable of expert determination, either Shareholder may refer the dispute for decision to an expert (the “Expert”) on the following terms: (i) unless otherwise agreed among the Shareholders, the Expert shall be appropriately qualified based on the subject matter of the Deadlock Matter and shall be appointed by mutual agreement among the Shareholders, or, failing agreement, within [***] days of the initiation of the reference, shall (following an application made by either Shareholder) be appointed by the International Centre for Expertise in accordance with the provisions for appointment of experts under the Rules of Expertise of the International Chamber of Commerce; (ii) the Expert shall determine whether or not the Deadlock Matter is suitable for Expert determination; (iii) the Expert may have access to all relevant documents of the Company and of the relevant parties, subject to any confidentiality provisions then in place or as agreed among the Shareholders; (iv) the relevant parties may make representations and submissions to the Expert but there still shall be no formal hearing; (v) the Expert shall make a determination within [***] Days of its appointment and shall notify the Shareholders in writing of such Expert’s determination; and (vi) the fees of the Expert shall be paid by the Shareholders in their Pro Rata Portions unless such Expert determines that the conduct of one Shareholder is such that it should pay the fees of the Expert.

Resolution by Expert. If the Parties do not reach a mutually acceptable resolution as to a JSC decision matter within the [ ] period following referral to Executive Officers described in Section 2.1.4(a), then upon written notice by either Party (an “Expert Resolution Notice”), the Expert Dispute shall be resolved by a final, binding determination by an independent expert in the manner described in this Section 2.4.1.

Resolution by Expert. This clause 19.3 is subject to clauses 19.4 and 19.

Resolution by Expert