Board Deadlocks and Disputes Sample Clauses

Board Deadlocks and Disputes. (a) In the event of any Dispute, or if any matter or proposal requiring the Required Consent or Unanimous Consent of the Board for approval thereof (x) is brought before the Board and receives neither (1) at least the Required Percentage voting for such matter or proposal nor (2) at least the Required Percentage voting against (not including abstentions or other non-votes) such matter or proposal or (y) is proposed by a Director to be brought before the Board at a meeting thereof and a quorum is not present at three consecutive meetings called for purposes including such matter or proposal (such circumstances in (x) or (y) to this Section above collectively being referred to as a “Board Deadlock”), then any Member wishing to submit such Dispute or Board Deadlock to further negotiation in accordance with Section 12.1(a) (i) or (ii), as applicable, may do so by giving written notice of further negotiation (1) in the case of a Dispute, to the other Members that are Disputing Parties, and (2) in the case of a Board Deadlock, to the other Controlling Members, in each case containing a brief description of the nature of the Dispute or Board Deadlock to be further negotiated and the position of the Member initiating further negotiation. (i) In the event of a Dispute, the Disputing Parties shall first seek to resolve the Dispute by negotiation between the senior management representatives of each Disputing Party by meeting in person at least once; provided, however, that unless otherwise agreed by the Disputing Parties, if the Disputing Parties are unable to resolve such Dispute within thirty (30) days from receipt of the written notice of the Dispute provided under Section 12.1(a) above, then either Disputing Party shall be entitled to declare an Impasse as set forth in Section 12.1(b)(i) below. (ii) In the event of a Board Deadlock, upon receipt of the notice provided under Section 12.1(a) above, the Board shall immediately meet at a time and place mutually agreed upon or, if no time and place is agreeable, at the principal office of the Company at 10:00 a.m. local time on the Fifth (5th) Business Day after the date of receiving the notice of further negotiations to attempt to resolve the Board Deadlock. Notwithstanding anything in this Agreement to the contrary, if any Director does not attend such meeting such that a Quorum is not reached to take action on the Board Deadlock, any Director shall be entitled to declare an Impasse as set forth in Section 12.1(b)(...
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Related to Board Deadlocks and Disputes

  • Complaints and Disputes 28.1. If the Client wishes to report a complaint, he must send an email to the Company with the completed “Complaints Form” found on the Website. The Company will try to resolve it without undue delay and according to the Company’s Complaints Procedure for Clients. 28.2. If a situation arises which is not expressly covered by this Agreement, the Parties agree to try to resolve the matter on the basis of good faith and fairness and by taking such action as is consistent with market practice. 28.3. The Client’s right to take legal action remains unaffected by the existence or use of any complaints procedures referred to above.

  • Claims and Disputes A. Claims by CONTRACTOR shall be made in writing to the COUNTY within two (2) business days after the commencement of the event giving rise to such claim or CONTRACTOR shall be deemed to have waived the claim. All claims shall be priced in accordance with the section in this document entitled “Changes in Work”. B. CONTRACTOR shall proceed diligently with its performance as directed by the COUNTY, regardless of any pending claim, action, suit, or administrative proceeding, unless otherwise agreed to by the COUNTY in writing. The COUNTY shall continue to make payments on the undisputed portion of the contract in accordance with the contract documents during the pendency of any claim. C. Claims by CONTRACTOR shall be resolved in the following manner: 1) Upon receiving the claim and supporting data, the COUNTY shall within fifteen (15) calendar days respond to the claim in writing stating that the claim is either approved or denied. If denied, the COUNTY shall specify the grounds for denial. The CONTRACTOR shall then have fifteen (15) calendar days in which to provide additional supporting documentation, or to notify the COUNTY that the original claim stands as is. 2) If the claim is not resolved, the COUNTY may, at its option, choose to submit the matter to mediation. A mediator shall be mutually selected by the parties and each party shall pay one-half (1/2) the expense of mediation. If the COUNTY declines to mediate the dispute, CONTRACTOR may bring an action in a court of competent jurisdiction in and for Lake County, Florida. D. Claims by the COUNTY against CONTRACTOR shall be made in writing to the CONTRACTOR as soon as the event leading to the claim is discovered by the COUNTY. CONTRACTOR shall respond in writing within fifteen (15) calendar days of receipt of the claim. If the claim cannot be resolved, the COUNTY shall have the option to submit the matter to mediation as set forth in (C)(2) above. E. Arbitration shall not be considered as a means of dispute resolution. F. NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR ASSERTED AGAINST THE COUNTY BY REASON OF ANY DELAYS. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of the work shall relieve CONTRACTOR of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONTRACTOR expressly acknowledges and agrees that CONTRACTOR shall receive no damages for delay. This provision shall not preclude recovery or damages by CONTRACTOR for hindrances or delays due solely to fraud, bad faith or active interference on the part of the COUNTY. Otherwise, CONTRACTOR shall be entitled to extensions of the contract time as the sole and exclusive remedy for such resulting delay, in accordance with and to the extent specifically provided above.

  • Complaints and Dispute Resolution 16.1 Where a dispute arises in connection with any aspect of this Agreement, the parties acting with good faith, will use all reasonable endeavours to bring any such issue to the attention of the other party in a timely fashion and in any event within 60 days of any such dispute coming to their attention. 16.2 Notification by one party to the other must be in writing and include the nature of the dispute and the desired resolution. 16.3 If a Supplier wishes to notify ACM of a dispute in connection with this Agreement, any such notification should be made by email to ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇.▇▇. 16.4 Within seven days of receipt of a notification in accordance with clause 16.2, a party will provide a response in writing including setting out steps it intends to take to resolve the dispute. 16.5 If, after attempting to resolve the dispute for a period of at least 60 days, the parties are not reconciled, they agree to then participate in a mediation to be conducted in accordance with the Code. 16.6 If, after undertaking mediation in accordance with the Code, the parties are still not reconciled, they may then submit to an arbitration to be conducted in accordance with the Code. 16.7 Unless otherwise agreed in writing, the parties shall each bear their own legal costs associated with any mediation and/or arbitration pursuant to this Agreement. 16.8 Nothing in this clause will prevent a party from seeking an injunction.

  • Law and Disputes This agreement is governed by Federal law. (i) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted. (ii) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted. (iii) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

  • Consultation and Dispute Resolution 1. The Parties shall promptly consult, at the request of either of them, on any question arising out of the interpretation or application of this Agreement. Any disputes concerning the interpretation or application of this agreement shall be settled by friendly consultations between the Parties. 2. Paragraph 1 shall not prevent the Parties from having recourse to dispute settlement procedures under the Partnership and Cooperation Agreement establishing partnership between the European Communities and their Member States, and Ukraine.