Milestone Event Disputes Sample Clauses

Milestone Event Disputes. If the Equityholders’ Representative believes that any Milestone Event has occurred and Parent has not reported its occurrence in accordance with this Exhibit D, then the Equityholders’ Representative shall deliver to Parent written notice thereof (a “Milestone Dispute Notice”), in reasonable detail. During the thirty (30) days following the delivery of a Milestone Dispute Notice, Parent and the Equityholders’ Representative shall attempt in good faith to resolve any dispute as to whether any Milestone Event has occurred and whether any Milestone Payment is payable. In the case of any Milestone Dispute Notice that relates to any Milestone Event other than the Net Sales Milestone Event, following such thirty-day period, either party may initiate litigation of such dispute in accordance with Sections 9.7, 9.9 and 9.10 of the Agreement. In the case of any Milestone Dispute Notice that relates to the Net Sales Milestone Event, if Parent and the Equityholders’ Representative do not reach agreement with respect to all disputes relating to any such matter within thirty (30) days after a Milestone Dispute Notice is delivered to Parent by the Equityholders’ Representative, the parties shall submit for arbitration all matters that remain in dispute and that were properly included in the Milestone Dispute Notice to an internationally recognized independent public accounting firm that is not affiliated with either party and which shall be agreed upon by Parent and the Equityholders’ Representative in writing (the “Independent Accounting Firm”). If Parent and the Equityholders’ Representative cannot agree on a mutually acceptable Independent Accounting Firm within thirty (30) days after either party has determined that the parties cannot reach agreement with respect to a dispute, then within five (5) Business Days after the expiration of such thirty (30) day period, each of Parent and the Equityholders’ Representative shall appoint one Independent Accounting Firm who shall jointly select a third Independent Accounting Firm within five (5) Business Days after the last to occur of their respective appointments to arbitrate the referred matter. The Independent Accounting Firm mutually agreed by the parties or, if the parties cannot agree, the third Independent Accounting Firm selected by the party-appointed Independent Accounting Firms is referred to as the “Selected Accounting Firm”. Parent and the Equityholders’ Representative shall instruct the Selected Accounting Firm...
Sample 1
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Milestone Event Disputes. (i) Parent shall keep, and shall cause the other Parent Parties to keep, adequate books and records of accounting for the purpose of confirming whether the Milestone Event has occurred for a period of three years following the end of the Calendar Year to which each pertain. If the Sellers’ Representative believes that the Milestone Event has occurred, or that any Milestone Statement is inaccurate in whole or in part, then the Sellers’ Representative shall deliver to Parent written notice thereof (a “Milestone Dispute Notice”) in reasonable detail. Following the delivery of a Milestone Dispute Notice, Parent and the Sellers’ Representative shall first attempt in good faith to resolve by negotiation and consultation between themselves, any dispute as to whether the Milestone Event has occurred and whether the Milestone Payment is payable.
Sample 1

Related to Milestone Event Disputes

  • Payment Disputes In the event of any dispute with respect to any payment hereunder, Producer shall make timely payment of all undisputed amounts, and Gatherer and Producer will use good faith efforts to resolve the disputed amounts within 60 Days following the original due date. Any amounts subsequently resolved shall be due and payable within ten Days of such resolution.

  • Patent Disputes Notwithstanding any other provisions of this Article 11, and subject to the provisions of Section 6.2, any dispute, controversy or claim relating to the scope, validity, enforceability or infringement of any Intrexon Patents shall be submitted to a court of competent jurisdiction in the country in which such Patent was filed or granted.

  • Audit Dispute In the event of a dispute with respect to any audit, Caribou and AbbVie shall work in good faith to resolve the disagreement. If the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***] days, the dispute shall be submitted for resolution to a certified public accounting firm jointly selected by each Party’s certified public accountants or to such other Person as the Parties shall mutually agree (the “Audit Arbitrator”). The decision of the Audit Arbitrator shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Audit Arbitrator shall determine. Not later than [***] days after such decision and in accordance with such decision, the audited Party shall pay the additional amounts, with interest from the date originally due, or the auditing Party shall reimburse the excess payments, as applicable.

  • Third Party Dispute Resolution The Consulting Firm shall (i) consider only the items that are then disputed by the parties, (ii) shall be bound by the terms of the Agreement and (iii) shall only make a determination of such disputed matters in favor of the proposal made by the Purchasers or the Sellers (as may be presented by each party to the Consulting Firm in writing, which shall be shared with the other party) and shall not make an independent proposal. The Consulting Firm shall prepare a written determination of any disputed matters and deliver the determination to the Purchasers and the Sellers within fifteen (15) Business Days after the date the Consulting Firm is engaged. Each party shall cooperate fully with the Consulting Firm, including by using reasonable best efforts to provide the information, data and work papers to the extent permitted by applicable Law, so as to enable the Consulting Firm to make a determination of the disputed items as quickly as practicable. The Corrective Action Plan shall be finalized in accordance with the Consulting Firm’s determination of the disputed matters.

  • No Labor Dispute No labor disturbance by or dispute with the employees of any of the Partnership Entities exists or, to the knowledge of the Partnership Parties, is imminent or threatened that could reasonably be expected to have a Material Adverse Effect.

  • Billing Disputes If Customer in good faith disputes any portion of any Supplier invoice, Customer shall submit to Supplier, within thirty (30) days following the date of the invoice, full payment of the undisputed portion of the invoice and written documentation identifying and substantiating the disputed amount. If Customer does not report a dispute within the thirty (30) day period, Customer shall have waived its dispute rights for that invoice. Supplier and Customer agree to use their respective best efforts to resolve any dispute within fifteen (15) days after Supplier receives written notice of the dispute from Customer. Any disputed amounts resolved in favor of Customer shall be credited to Customer's account on the next invoice following resolution of the dispute. Any disputed amounts determined to be payable to Supplier shall be due within ten (10) days of the resolution of the dispute. Any dispute arising out of or relating to this Agreement which has not been resolved by the good faith efforts of the parties will be settled by binding arbitration conducted expeditiously in accordance with Section 16.

  • Disputes, Etc Prompt written notice of (i) any claims, legal or arbitration proceedings, proceedings before any Governmental Authority, or disputes, or to the knowledge of the Borrower threatened, or affecting the Borrower, or any of its Subsidiaries which, if adversely determined, could reasonably be expected to cause a Material Adverse Change, or any material labor controversy of which the Borrower or any of its Subsidiaries has knowledge resulting in or reasonably considered to be likely to result in a strike against the Borrower or any of its Subsidiaries and (ii) any claim, judgment, Lien or other encumbrance (other than a Permitted Lien) affecting any Property of the Borrower or any Subsidiary if the value of the claim, judgment, Lien, or other encumbrance affecting such Property shall exceed $1,000,000;

  • Exclusive Dispute Resolution Mechanism The Parties agree that the procedures set forth in this Article 12 shall be the exclusive mechanism for resolving any dispute, controversy, or claim (collectively, “Disputes”) between the Parties that may arise from time to time pursuant to this Agreement relating to any Party’s rights and/or obligations hereunder that cannot be resolved through good faith negotiation between the Parties.

  • Litigation; Disputes There are no Actions pending or, to the knowledge of Hanger or the Purchaser, threatened, against or affecting Hanger or the Purchaser which challenge the validity of this Agreement, or which if adversely determined, would materially adversely affect their ability to consummate the transactions contemplated by this Agreement or to perform their respective covenants and agreements under this Agreement.

  • Settlement of Disputes; Arbitration 14.1 All claims by the Executive for benefits under this Agreement shall be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive's claim has been denied.

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