Decision-Making; Dispute Resolution. The parties recognize that a bona fide dispute as to certain matters may from time to time arise during the Term that relate to a party’s rights or obligations hereunder, including a dispute arising out of or relating to the interpretation of any provisions of this Agreement or the failure of a party to perform or comply with any obligation of such party pursuant to this Agreement or the breach, termination or validity hereof (a “Dispute”). Unless otherwise set forth in this Agreement, in the event of a Dispute arising under this Agreement among the parties, any party may refer such Dispute to the Executive Officers for a decision. The Executive Officers shall diligently and in good faith attempt to resolve the referred Dispute expeditiously and, in any event, within [***] ([***]) days of receiving such written notification. In the event that the Executive Officers are unable to reach a unanimous decision regarding any referred Dispute within the [***] ([***])-day period, then such Dispute shall be finally settled by binding arbitration, such arbitration to be conducted in accordance with the provisions set forth in Schedule 15.12. Each party shall participate in any such arbitration proceeding unless otherwise agreed by each Executive Officer. Except as otherwise set forth in this Agreement, the procedures specified in Schedule 15.12shall be the sole and exclusive procedures for the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. resolution of disputes between the parties arising out of or relating to this Agreement; provided, that a party, without prejudice to such procedures, may seek injunctive relief or other provisional judicial relief if in its sole judgment such action is necessary to avoid irreparable damage. Despite such action, the parties will continue to participate in good faith in the procedures specified in Schedule 15.12. Each party is required to continue to perform its obligations under this Agreement pending final resolution of any such Dispute.
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Decision-Making; Dispute Resolution. The parties recognize that a bona fide dispute as to certain matters may from time to time arise during the Term that relate to a party’s rights or obligations hereunder, including a dispute arising out of or relating to the interpretation of any provisions of this Agreement or the failure of a party to perform or comply with any obligation of such party pursuant to this Agreement or the breach, termination or validity hereof (a “Dispute”). Unless otherwise set forth in this Agreement, in the event of a Dispute arising under this Agreement among the parties, any party may refer such Dispute to the Executive Officers for a decision. The Executive Officers shall diligently and in good faith attempt to resolve the referred Dispute expeditiously and, in any event, within [***] ([***]) days of receiving such written notification. In the event that the Executive Officers are unable to reach a unanimous decision regarding any referred Dispute within the [***] ([***])-day period, then such Dispute shall be finally settled by binding arbitration, such arbitration to be conducted in accordance with the provisions set forth in Schedule 15.12. Each party shall participate in any such arbitration proceeding unless otherwise agreed by each Executive Officer. Except as otherwise set forth in this Agreement, the procedures specified in Schedule 15.12shall 15.12 shall be the sole and exclusive procedures for the *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. resolution of disputes between the parties arising out of or relating to this Agreement; provided, that a party, without prejudice to such procedures, may seek injunctive relief or other provisional judicial relief if in its sole judgment such action is necessary to avoid irreparable damage. Despite such action, the parties will continue to participate in good faith in the procedures specified in Schedule 15.12. Each party is required to continue to perform its obligations under this Agreement pending final resolution of any such Dispute.
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