Third Party Gatekeeper Sample Clauses
A Third Party Gatekeeper clause designates an independent individual or entity to oversee or approve certain actions or decisions within a contract. Typically, this gatekeeper may be responsible for reviewing disputes, authorizing sensitive transactions, or ensuring compliance with specific contractual requirements before parties can proceed. By introducing an impartial intermediary, the clause helps prevent conflicts of interest and ensures that critical decisions are made objectively, thereby promoting fairness and reducing the risk of disputes between the contracting parties.
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Third Party Gatekeeper. As promptly as practicable (but in any event no later than [***]) after the Effective Date, the Parties shall identify an initial Third Party Gatekeeper and negotiate and enter into an agreement with such initial Third Party Gatekeeper (the “Third Party Gatekeeper Agreement”), pursuant to which the Third Party Gatekeeper agrees to perform the applicable activities set forth in this ARTICLE II and agrees to keep the information provided by the Parties to the Third Party Gatekeeper confidential and not to use such information for any purpose other than the applicable activities set forth in this ARTICLE II, or as otherwise expressly set forth in the Third Party Gatekeeper Agreement. The Parties will equally share in any fees payable and costs to be reimbursed to the Third Party Gatekeeper, in each case, actually incurred by the Third Party Gatekeeper under this Agreement.
Third Party Gatekeeper. In the event that BMS desires to nominate a CAR (and the associated CAR Target) as a potential BMS CAR and BMS Target pursuant to Section 2.1.1(a) or 2.1.1(b), as applicable (any such CAR, a “BMS Nominated CAR” and any such Target, a “BMS Nominated CAR Target”), BMS shall provide written notice of such nomination to the Third Party Gatekeeper (as defined on Schedule 2.2.1) and the Third Party Gatekeeper shall determine whether BMS Nominated CAR and BMS Nominated CAR Target are “Available” in accordance with the procedures set forth on Schedule 2.2.1. If the Third Party Gatekeeper determines that the proposed BMS Nominated CAR and BMS Nominated CAR Target are both “Available”, then the Third Party Gatekeeper shall notify the Parties of such BMS Nominated CAR and BMS Nominated CAR Target and such BMS Nominated CAR shall automatically become a BMS CAR hereunder and such BMS Nominated CAR Target shall automatically become a BMS Target hereunder. If either the BMS Nominated CAR or BMS Nominated CAR Target is not “Available”, then the BMS Nominated CAR shall not become a BMS CAR hereunder and the BMS Nominated CAR Target shall not become a BMS Target hereunder. The costs of the Third Party Gatekeeper shall be [**]. For the avoidance of doubt, [**].