Common use of Dispute Procedure Clause in Contracts

Dispute Procedure. If SCT delivers a notice of disagreement pursuant to Section 2.3(c), SCT and Purchaser shall, during the thirty (30) days following such delivery, use their reasonable efforts to reach agreement on the disputed items or amounts (the "Disputed Amounts"). If, during such period, SCT and Purchaser are unable to reach such agreement, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm shall be unwilling to act thereunder or shall be engaged to perform any material services to the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator"), promptly to review this Agreement, the documents delivered pursuant to Section 2.3(c) and any other documents necessary to calculate the Disputed Amounts (including all work papers of the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver to SCT and Purchaser, as promptly as practicable and in any event no later than 90 days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost of the review of the Accounting Arbitrator and report shall be borne equally by SCT and Purchaser. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration shall be held in Washington, D.C. The governing Law shall be as set forth in Section 11.12 of this Agreement, and the Parties' consent to the jurisdiction of the courts identified in Section 11.3 of this Agreement for all purposes in connection with the arbitration, including (i) enforcement of the arbitration award and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator shall be final and binding on the Parties and that they waive any right to appeal the arbitral award, to the extent an appeal may be lawfully waived. The Sellers and Purchaser agree that they will, and will cause their respective independent accountants and the Company to, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the Sellers.

Dispute Procedure. The Securityholder Representative shall have a period of up to forty-five (45) days from the delivery of each Earn-Out Statement to deliver a written notice (an “Earn-Out Dispute Notice”) to Buyer disagreeing with any calculation or amount in such Earn-Out Statement and setting forth a calculation of the applicable Earn-Out Payment and specifying the items or amounts as to which the Securityholder Representative disagrees. If SCT delivers no Earn-Out Dispute Notice is received by Buyer on or prior to the close of business on the last day of such forty-five (45)-day period, the Earn-Out Statement and the calculation of the Earn-Out Payments set forth therein shall be deemed accepted by the Securityholder Representative on behalf of all Holders and participants in the EPP. If any such Earn-Out Dispute Notice is timely provided, Buyer and the Securityholder Representative shall use their commercially reasonable good faith efforts for a notice period of disagreement pursuant to Section 2.3(c), SCT and Purchaser shall, during the thirty (30) days following such delivery, use their reasonable efforts to reach agreement on resolve any disagreements with respect to the disputed items or amounts (the "Disputed Amounts")calculation of any Earn-Out Payments. If, during at the end of such period, SCT and Purchaser they are unable to reach resolve such agreementdisagreement(s), they shall promptly thereafter cause PricewaterhouseCoopers LLP then within five (or if said firm 5) Business Days such disagreements shall be unwilling to act thereunder or shall be engaged to perform any material services referred to the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator"), promptly to review this Agreement, the documents delivered pursuant to Section 2.3(c) and Independent Accountant who shall resolve any other documents necessary to calculate the Disputed Amounts (including all work papers of the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitratorremaining disagreements. The Accounting Arbitrator Independent Accountant shall deliver to SCT and Purchaser, review those items remaining in dispute as promptly as practicable and practicable, but in any event no later than 90 within thirty (30) days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost of the date on which such dispute is referred to the Independent Accountant, based solely on written submissions to the Independent Accountant by the Securityholder Representative and Buyer and not on its independent review of the Accounting Arbitrator Earn-Out Statement, and report shall determine whether and to what extent (if any) any Earn-Out Payment requires adjustment. Each of the parties to this Agreement agrees to use its commercially reasonable good faith efforts to cooperate with the Independent Accountant (including by executing an engagement letter acceptable to it) and to cause the Independent Accountant to resolve any such dispute as soon as practicable after the commencement of the Independent Accountant’s engagement. With respect to each disputed item, such determination shall be equal to either (i) the amount advocated by the Securityholder Representative in the Earn-Out Dispute Notice, or (ii) the amount advocated by Buyer in the Earn-Out Statement with respect to such disputed item. Under no circumstance will the Independent Accountant have any right, discretion or authority to choose any result other than (i) or (ii). For the avoidance of doubt, the Independent Accountant shall not review any items or make any determination with respect to any matter other than those matters in the Earn-Out Dispute Notice that are in dispute. The fees and expenses relating to the work performed by the Independent Accountant pursuant to this Section 3.4 shall be borne equally in their entirety either by SCT Buyer, on one hand, or by the Holders and Purchaserthe EPP Unitholders, on the other hand, such that the party who submitted the amount the Independent Accountant chooses shall not be responsible for such related fees and expenses. Subject to Section 9.7, any amounts to be paid by the Holders and the EPP Unitholders to Buyer shall be paid from any remaining Indemnification Sources. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out determination of or relate to this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration Independent Accountant shall be held in Washington, D.C. The governing Law shall be as set forth in Section 11.12 of this Agreement, and the Parties' consent a written statement delivered to the jurisdiction of the courts identified in Section 11.3 of this Agreement for all purposes in connection with the arbitration, including (i) enforcement of the arbitration award Securityholder Representative and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator Buyer and shall be final final, non-appealable, conclusive and binding on the Parties and that they waive any right to appeal the arbitral award, to the extent an appeal may be lawfully waived. The Sellers and Purchaser agree that they will, and will cause their respective independent accountants and the Company to, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the Sellersparties.

Dispute Procedure. If SCT delivers a notice of disagreement pursuant to Section 2.3(c), SCT and Purchaser shall, during the thirty (30) days following such delivery, use their reasonable efforts to reach agreement on the disputed items or amounts (the "Disputed Amounts"). If, during such period, SCT and Purchaser are unable to reach such agreement, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm shall be unwilling to act thereunder or shall be engaged to perform any material services to the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator"), promptly to review this Agreement, the documents delivered pursuant to Section 2.3(c) and any other documents necessary to calculate the Disputed Amounts (including all work papers of the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver to SCT and Purchaser, as promptly as practicable and in any event no later than 90 days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost of the review of the Accounting Arbitrator and report shall be borne equally by SCT and Purchaser. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration shall be held in Washington, D.C. The governing Law shall be as set forth in Section 11.12 of this Agreement, Turnkey Contractor and the Parties' consent to the jurisdiction of the courts identified in Section 11.3 of this Agreement for all purposes in connection with the arbitration, including (i) enforcement of the arbitration award and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties MEP Participants agree that the award made by Expected Cost of the Accounting Arbitrator Facilities as specified in each Independent Engineer’s Report shall be final and binding on the Parties for all purposes of, and during the period provided, in this Article 10; provided, however, that they waive any right the Parties may dispute (the “Cost Dispute”) solely with respect to appeal whether, in reaching its determination of the Expected Cost of the Facilities in the First Security Determination Report, the Independent Engineer properly applied the standards set forth in Section 10.2.2 and, if such standards were not followed, the effect of such impropriety on a proper determination of the Expected Cost of the Facilities in respect of the First Security Determination Report. Such Cost Dispute shall be subject to resolution pursuant to the procedures set forth in Article 21 using (to the fullest extent available under the applicable arbitral awardrules) expedited procedures, except that such Cost Dispute must be initiated by the disputing Party’s giving written notice of Cost Dispute to the other Parties within five (5) days after issuance of the First Security Determination Report and simultaneously initiating the appointment of an independent expert (the “Independent Expert”), as provided below. For the avoidance of doubt, if no such notice of Cost Dispute is given within said five (5) day period, the determination of the Independent Engineer shall be final and binding for all purposes. In lieu of appointment of the Independent Expert as otherwise provided in said Article 21, the Independent Expert shall be appointed by the President of the Stockholm Chamber of Commerce, Sweden, to resolve the extent an appeal may Cost Dispute and render a final and binding determination of the Expected Cost of the Facilities as at the Cost Evaluation Date, which determination shall be lawfully waivedfinal and binding for all purposes. The Sellers and Purchaser agree that they willIndependent Expert shall be free of any business or other relationships with the Parties or in respect of the Project suggesting possible bias or prejudice in favour of or against any Party, and will cause their respective independent accountants shall be internationally recognised as having substantial, relevant expertise respecting the Petroleum production, transportation and construction industries. Pending delivery of the Company toIndependent Expert’s determination, cooperate and assist the Additional Cost Exposure shall be deemed to be that amount which is equal to ninety percent (90%) of the Additional Cost Exposure as specified by the Independent Engineer in the preparation Bid Report, with such amount to be used on a provisional basis for all purposes of this Agreement until such time as the determination of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making Independent Expert becomes available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the Sellers.

Dispute Procedure. If SCT delivers The parties have contracted out of the dispute resolution procedures contained in the LRA and accordingly all disputes that would otherwise have been referred to arbitration or adjudicated in terms of the LRA will be dealt with and resolved in terms of this dispute procedure. Neither party may refer a notice of disagreement pursuant dispute to Section 2.3(c)the Commission for Conciliation, SCT Mediation and Purchaser Arbitration or a Bargaining Council nor may any such dispute be referred to any court for adjudication. The Employee shall, during before embarking on the thirty dispute procedure, utilise and exhaust any appropriate in-house procedures. Only once the in-house procedures have been exhausted shall the Employee be entitled to declare a dispute. A party shall not be obliged to observe the provisions of this clause where it is appropriate for that party to institute urgent legal proceedings in any court. The arbitrator shall be agreed upon by the parties in writing within seven (307) days following such delivery, use their reasonable efforts of either party requesting arbitration. If the parties fail to reach agreement on the disputed items or amounts (the "Disputed Amounts"). If, during such period, SCT and Purchaser are unable to reach such agreement, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm the arbitrator shall be unwilling to act thereunder or shall be engaged to perform any material services to appointed by the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator"), promptly to review this Agreement, the documents delivered pursuant to Section 2.3(c) and any other documents necessary to calculate the Disputed Amounts (including all work papers Chairman of the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver to SCT and Purchaser, as promptly as practicable and in any event no later than 90 days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost Arbitration Foundation of the review of the Accounting Arbitrator and report shall be borne equally by SCT and Purchaser. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claimSouthern Africa. The arbitration shall be held in Washington, D.C. Pretoria and the parties shall endeavour to ensure that it is completed within sixty (60) days after notice requiring the dispute to be referred to arbitration. The governing Law arbitration proceedings shall be confidential and shall only be open to those parties who have a specific interest in the outcome thereof. The arbitration shall be governed by the Arbitration Act 42 of 1965 as set forth amended from time to time or any other relevant legislation. The procedure to be followed in Section 11.12 the arbitration shall be determined by the arbitrator with due regard to the provisions of this Agreement, clause and the Parties' consent requirements of the parties. The arbitrator may, if so required by either party, seek to conciliate the dispute at any time during the arbitration. The arbitrator will have the same powers in relation to the jurisdiction arbitration as the arbitrator or court to which the dispute would otherwise have been referred in terms of the courts identified LRA, would have had. The arbitrator's decision shall be final and binding. The arbitrator shall give reasons for his award, if so requested by either party. Each party shall bear its own costs in Section 11.3 of this Agreement for connection with the arbitration. The arbitrator's charges and all purposes other costs in connection with the arbitration, for example the cost of hiring the venue and recording facilities, shall be borne by the parties in equal shares. If either party initiates or defends the arbitration vexatiously or frivolously, the arbitrator shall order such party to pay all costs and charges including (i) enforcement the costs of the arbitration award other party on an attorney and (ii) issuance of provisional remedies to protect rights, interests, Assets or property, including, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator shall be final and binding on the Parties and that they waive any right to appeal the arbitral award, to the extent an appeal may be lawfully waived. The Sellers and Purchaser agree that they will, and will cause their respective independent accountants and the Company to, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the Sellersclient basis.

Dispute Procedure. If SCT delivers a notice of disagreement pursuant to Section 2.3(c), SCT and Purchaser shall, during 147. Should any dispute or complaint arise over the thirty (30) days following such delivery, use their reasonable efforts to reach agreement on the disputed items interpretation or amounts (the "Disputed Amounts"). If, during such period, SCT and Purchaser are unable to reach such agreement, they shall promptly thereafter cause PricewaterhouseCoopers LLP (or if said firm shall be unwilling to act thereunder or shall be engaged to perform any material services to the Purchaser or the Sellers or their Affiliates, such other independent public accountants of nationally recognized standing reasonably satisfactory to SCT and Purchaser) (the "Accounting Arbitrator"), promptly to review this Agreement, the documents delivered pursuant to Section 2.3(c) and any other documents necessary to calculate the Disputed Amounts (including all work papers of the Parties used in calculating the Disputed Amounts). In making such calculation, the Accounting Arbitrator shall act as arbitrator. The Accounting Arbitrator shall deliver to SCT and Purchaser, as promptly as practicable and in any event no later than 90 days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon SCT and Purchaser. The cost of the review of the Accounting Arbitrator and report shall be borne equally by SCT and Purchaser. The Accounting Arbitrator shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to this Agreement or the transactions contemplated hereby, including the issue of whether or not the Accounting Arbitrator has jurisdiction to decide any particular dispute, controversy or claim. The arbitration shall be held in Washington, D.C. The governing Law shall be as set forth in Section 11.12 application of this Agreement, there shall be an xxxxxxx effort on the part of the parties to settle such promptly through the following steps, and failure to follow the procedures set forth below shall result in forfeiture of the grievance. Section 148. Step 1 By conference during scheduled working hours between the Xxxxxxx and/or the Union's Business Representative and/or the aggrieved employees and the Parties' consent Manager of the store. If the issuance of a verbal/written warning is grieved, the Union will notify the Employer of the same. If the grievant is disciplined further, or otherwise adversely affected, and the verbal or written warning is relied upon by the Employer in doing so, the Union shall have the right to submit the grievance protesting the warning to arbitration together with the grievance contesting the disciplinary or adverse action. It is expressly agreed that all such grievances will be consolidated. Section 149. Step 2 If the grievance cannot be satisfactorily resolved under Step 1 above, the grievance shall be reduced to writing and submitted to the jurisdiction representative designated by the Employer to handle such matters. Such submission shall be made within twenty (20) days of the courts identified in Section 11.3 date of the occurrence of the event which gives rise to the grievance and shall clearly set forth the issues and contentions of the aggrieved party or parties and must reasonably allege a specific violation of an express provision of this Agreement for all purposes Agreement. (In the case of a discharge the time limits shall be fourteen (14) days.) The Employer designee and the Union Business Representative shall meet within ten (10) days after receipt of written notice of the grievance and attempt to resolve the grievance. In an instance where an employee feels he has not been paid in connection accordance with the arbitrationwage progression scales set forth herein, including (i) enforcement such employee shall have an obligation to bring this to the attention of the arbitration award and (ii) issuance Store Manager as soon as the employee first has knowledge of provisional remedies to protect rightssuch alleged error. In the event the employee has been improperly paid, interests, Assets or property, includingsaid payment error shall be corrected on a retroactive basis, but not limited to, temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The Parties agree that the award made by the Accounting Arbitrator shall be final and binding on the Parties and that they waive any right to appeal the arbitral award, beyond ninety (90) days prior to the extent an appeal may date on which the grievance is presented in writing. This ninety (90) day retroactive liability shall not be lawfully waived. The Sellers and Purchaser agree that they willapplicable to situations covered by Article 9, and will cause their respective independent accountants and the Company toSection 20, cooperate and assist in the preparation of the Closing Balance Sheet and the Closing Working Capital Certificate and in the conduct of the reviews referred to in Sections 2.3(c) and 2.3(d), including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, and permitting representatives of the Parties to consult with the respective Representatives of the Company and the Sellersparagraph 2.