Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.
Resolution of Disputes. Any disputes arising under or in connection with this Agreement shall, at the election of Executive or the Company, be resolved by binding arbitration, to be held in Chicago, Illinois in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Costs of the arbitration shall be borne by the Company. Unless the arbitrator determines that Executive did not have a reasonable basis for asserting his position with respect to the dispute in question, the Company shall also reimburse Executive for his reasonable attorneys fees incurred with respect to any arbitration. Pending the resolution of any arbitration or court proceeding, the Company shall continue payment of all amounts due Executive under this Agreement and all benefits to which Executive is entitled at the time the dispute arises (other than the amounts which are the subject of such dispute).
Resolution of Disputes. Any and all disputes arising under or in connection with this Agreement shall be resolved in accordance with this paragraph 21 and paragraph 15. The parties shall attempt to resolve any dispute, controversy or difference that may arise between them through good faith negotiations. In the event the parties fail to reach resolution of any such dispute within thirty (30) days after entering into negotiations, either party may proceed to institute action in any state or federal court located within the Commonwealth of Massachusetts, which courts shall have exclusive jurisdiction, and each party consents to the personal jurisdiction of any such state or federal court. Both parties waive their right to a trial by jury.
Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then either Seller or Buyer may submit any amounts remaining in dispute ("Disputed Amounts") for resolution to either KPMG or, if such accounting firm is unwilling to resolve such dispute, a nationally recognized firm of independent certified public accountants other than Seller's Accountants or Buyer's Accountants that is mutually acceptable to Buyer's Accountants and Seller's Accountants (the "Independent Accountant"), applying the principles, adjustments, methodologies, procedures and classifications used in the preparation of the Closing Capital Statement and referred to in Section 2.07(b). In such event, Seller and Buyer shall instruct the Independent Accountant to act as arbitrator, and to promptly review this Section 2.07 and determine, solely with respect to the Disputed Amounts only, whether and to what extent, if any, the Closing Capital set forth in the Closing Capital Statement requires adjustment.
Resolution of Disputes. As a condition of the granting of the Option hereby, Optionee and Optionees heirs, personal representatives and successors agree that any dispute or disagreement which may arise hereunder shall be determined by the Committee in its sole discretion and judgment, and that any such determination and any interpretation by the Committee of the terms of this Option Agreement shall be final and shall be binding and conclusive, for all purposes, upon the Company, Optionee, and Optionees heirs, personal representatives and successors.
Resolution of Disputes. The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising out of Executives employment with the Company or out of this Agreement, or Executives termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of this Agreement or Executives employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive Retirement Income Security Act, and any similar federal, state or local law, statute, regulation, or any common law doctrine, whether that dispute arises during or after employment, shall be settled by binding arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association; provided, however, that this dispute resolution provision shall not apply to any separate agreements between the parties that do not themselves specify arbitration as an exclusive remedy. The location for the arbitration shall be the Louisville, Colorado metropolitan area. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executives option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section 11.9 survive the termination of this Agreement and continue after the termination of the employment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to ...
Resolution of Disputes. The Buyer and the Seller will attempt to resolve the items raised in a Working Capital Dispute Notice in good faith for a period of twenty-five (25) days following the delivery of a Working Capital Dispute Notice. During such twenty-five (25) day period, the Seller and its Representatives will have reasonable access to, and be able to make copies of, the work papers used by the Buyer in the preparation of the Closing Balance Sheet, and will have reasonable access to the Buyer personnel and Buyer Representatives who assisted in the preparation of the Closing Balance Sheet. Amounts resolved by such attempts within the twenty-five (25) day period will be deemed to have been finally resolved for purposes of the Working Capital Dispute Notice and will be final, conclusive and binding on the parties. If the Buyer and the Seller are unable to resolve all disputed items in the Working Capital Dispute Notice within the twenty-five (25) day period, the Buyer and the Seller will submit the disputed items (together with the Closing Balance Sheet and Working Capital/Adjustments Statement and the Working Capital Dispute Notice (as modified to reflect any mutually agreed upon resolution to any one or more items)) for determination to KPMG (the Working Capital Referee) as promptly as practicable, but not later than ten (10) days after the expiration of the twenty-five (25) day period. The Buyer and the Seller will use reasonable best efforts to cause the Working Capital Referee to render its decision within thirty days (and in any event as soon as practicable) after the submission to the Working Capital Referee of the disputed items, including by promptly complying with all reasonable requests by the Working Capital Referee for access to working papers, information, books, records and similar items and personnel and Representatives of the parties and their Affiliates to the extent practicable. The Working Capital Referee will review only those items and amounts specifically submitted by the Buyer and the Seller and will be limited to selecting either (a) the amounts reflected on the Closing Balance Sheet and/or Working Capital/Adjustments Statement or (b) the calculation of the Working Capital, Closing Date Company Indebtedness, Seller Transaction Expenses and/or Target Companies Transaction Expenses as reflected on the Working Capital Dispute Notice. The Working Capital Referees determination will be (a) in writing, (b) furnished to each of the parties within thirty ...
Resolution of Disputes. If there shall be any dispute between the Company and the Employee (i) as to whether any termination of the Employee's employment was for Cause, or (ii) as to whether any termination of the Employee's employment for Good Reason was made in good faith, then, unless and until there is a final, non-appealable judgment by a court of competent jurisdiction declaring that such termination was for Cause or that the determination by the Employee of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Employee and/or the Employee's family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 4.1 or 4.2 as though such termination was without Cause or for Good Reason, as the case may be; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this Section 4.8 except upon receipt of an undertaking by or on behalf of the Employee to repay all such amounts to which the Employee is ultimately adjudged by such court not to be entitled. Section 5: Non-Competition.
Resolution of Disputes. The Parties shall in good faith attempt to resolve promptly and amicably any dispute between the Parties arising out of or relating to this Agreement (each a Dispute) pursuant to this Article IX. The Parties shall first submit the Dispute to the CVR Representative and the GP/MLP Representative, who shall then meet within fifteen (15) days to resolve the Dispute. If the Dispute has not been resolved within forty-five (45) days after the submission of the Dispute to the CVR Representative and the GP/MLP Representative, the Dispute shall be submitted to a mutually agreed non-binding mediation. The costs and expenses of the mediator shall be borne equally by the Parties, and the Parties shall pay their own respective attorneys fees and other costs. If the Dispute is not resolved by mediation within ninety (90) days after the Dispute is first submitted to the CVR Representative and the GP/MLP Representative as provided above, then the Parties may exercise all available remedies.
Resolution of Disputes. In the event of any dispute arising out of or in connection with this Agreement or in any way relating to the employment of EMPLOYEE which leads to the filing of a lawsuit, the parties agree that venue and jurisdiction shall be in Santa Barbara County, California. The prevailing party in any such litigation shall be entitled to an award of costs and reasonable attorneys' fees to be paid by the losing party.