DETERMINATION BY AN EXPERT Sample Clauses

The 'Determination by an Expert' clause establishes a process for resolving specific disputes or questions by appointing an independent expert to make a binding decision. Typically, this clause is used for technical or valuation matters where specialized knowledge is required, such as determining the fair market value of an asset or assessing compliance with technical standards. By delegating the decision to a neutral expert rather than a court or arbitrator, the clause streamlines dispute resolution, reduces potential delays, and ensures that complex issues are handled by someone with appropriate expertise.
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DETERMINATION BY AN EXPERT. 10.1. Any dispute about the effect of a Reorganisation shall be referred to an independent expert (the “Independent Expert”) to be appointed by agreement in writing between the Optionee and the Company within [***] of the dispute or, failing such agreement, to be appointed by the President (or his nominee) of the Institute of Chartered Accountants in England and Wales. 10.2. The Independent Expert shall use all reasonable endeavours to reach its conclusions under this clause 10 within [***]. 10.3. The Independent Expert shall act as an expert and not as an arbitrator and shall determine the effect of a Reorganisation, which may include any issue involving the interpretation of any provision of this Agreement, its jurisdiction to determine the matters and issues referred to it or its terms of reference. The Independent Expert’s written decision on the matters referred to them shall, in the absence of manifest error or fraud, be final and binding on the Parties. 10.4. Each Party shall bear its own costs in relation to the reference to the Independent Expert.
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DETERMINATION BY AN EXPERT. (a) If a matter is referred for determination by an Expert pursuant to clause 22.3, an Expert will be appointed by the parties, or in default of agreement upon such appointment within 10 days of the referral, either party may refer the appointment of the Expert to: (1) in the case of financial matters, the President for the time being of the Institute of Chartered Accountants of Australia; (2) in the case of technical matters, the President for the time being of the Institution of Engineers, Australia; and (3) in the case of any other matters (including without limitation a dispute as to the interpretation of this Service Agreement) the President for the time being of the Law Society of Western Australia. In all events, the Expert must have reasonable qualifications and commercial and practical experience in the area of dispute and have no interest or duty which conflicts with his or her function as an Expert. (b) The Expert will be instructed to: (1) promptly fix a reasonable time and place for receiving submissions or information from the parties or from any other persons as the Expert may think fit; (2) accept oral or written submissions from the parties as to the subject matter of the dispute within 20 days of being appointed; (3) not be bound by the rules of evidence; and (4) make a determination in writing with appropriate reasons for that determination within 20 days of the expiry of the period referred to in clause 22.4(b)(2). (c) The Expert will be required to undertake to keep confidential matters coming to the Expert's knowledge by reason of being appointed under this clause 22 and the performance of his or her duties.
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DETERMINATION BY AN EXPERT. 8.1 Any dispute about the Consideration shall be referred to the independent accountant to be nominated by the President for the time being of the Institute of Chartered Accountants in New York City, New York., United States (“Independent Accountant”). 8.2 The Independent Accountant shall use its reasonable endeavours to reach its conclusions under clause 8.1 within one calendar month. 8.3 The Independent Accountant’s fees and any costs properly incurred by it in arriving at its determination (including any fees and costs of any advisers appointed by it) shall be borne by the parties equally. 8.4 The Independent Accountant shall act as an expert and not as an arbitrator. The Independent Accountant shall determine the amount of the Consideration which may include any issue involving the interpretation of any provision of this agreement, its jurisdiction to determine the matters and issues referred to it or its terms of reference. The Independent Accountant’s written decision on the matters referred to it shall be final and binding on the parties in the absence of manifest error or fraud.
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DETERMINATION BY AN EXPERT. 5.4.1 If AMEC and the Company are not able to agree during the dispute resolution period provided above: (a) whether or not there are reasonable grounds for making a claim under the Warranties and/or (b) whether or not the amount of the claim under the Warranties represents a reasonable estimate of the loss and/or liability which is likely to be awarded in respect of such. claim, ((a) and (b) together being the "CLAIM CRITERIA"), either of them may by written request to the other specify a counsel of at least 10 years' standing (or other appropriate person) whom they wish to opine on the Claim Criteria. If they cannot agree on the counsel or other appropriate person within 3 Business Days of the written request then either of them may at any time thereafter apply to the President of the Bar Council to nominate a counsel of at least 10 years' standing to opine on the Claim Criteria. The counsel or other appropriate person so agreed or appointed (who shall act as an expert and not as an arbitrator and whose costs shall be borne as he shall direct and whose determination shall (subject to Condition 5.4.2) be final and binding on the Company and AMEC) shall be asked to opine on the Claim Criteria. 5.4.2 Any Claim Criteria determined in accordance with this Condition 5.4 shall be relevant solely for the purpose of determining whether a claim under the Warranties constitutes an Unliquidated Loss and if so what the appropriate amount of such loss is and shall have no other effect whatsoever, and in particular shall not operate to determine or settle any actual liability or the quantum thereof on account of any claim under the Warranties. 5.4.3 If the amount of the Unliquidated Loss determined by the expert is less than any Set Off Reserve already established, the amount of such difference shall cease to be suspended and shall be paid to AMEC within two Business Days together with interest at the rate of 1% above the base rate of National Westminster Bank Plc from 30 March 2001 until the date of payment.
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DETERMINATION BY AN EXPERT. (a) If a matter is referred for determination by an Expert pursuant to clause 22.3, an Expert will be appointed by the parties, or in default of agreement upon such appointment within 10 days of the referral, either party may refer the appointment of the Expert to: (1) in the case of financial matters, the President for the time being of the Institute of Chartered Accountants of Australia; (2) in the case of technical matters, the President for the time being of the Institution of Engineers, Australia; and (3) in the case of any other matters (including without limitation a dispute as to the interpretation of this Service Agreement) the President for the time being of the Law Society of Western Australia. In all events, the Expert must have reasonable qualifications and commercial and practical experience in the area of dispute and have no interest or duty which conflicts with his or her function as an Expert. (b) The Expert will be instructed to: (1) promptly fix a reasonable time and place for receiving submissions or information from the parties or from any other persons as the Expert may think fit; (2) accept oral or written submissions from the parties as to the subject matter of the dispute within 20 days of being appointed; (3) not be bound by the rules of evidence; and (4) make a determination in writing with appropriate reasons for that determination within 20 days of the expiry of the period referred to in clause 22.4(b)(2). (c) The Expert will be required to undertake to keep confidential matters coming to the Expert's knowledge by reason of being appointed under this clause 22 and the performance of his or her duties. (d) The Expert will have the following powers: (1) to inform himself or herself independently as to facts and if necessary technical and/or financial matters to which the dispute relates; (2) to receive written submissions sworn and unsworn written statements and photocopy documents and to act upon the same; (3) to consult with such other professionally qualified persons as the Expert in his or her absolute discretion thinks fit; and (4) to take such reasonable measures as he or she thinks fit to expedite the completion of the resolution of the dispute. (e) Any person appointed as an Expert will be deemed not to be an arbitrator but an expert and the law relating to arbitration will not apply to the Expert or the Expert's determination or the procedures by which he or she may reach his or her determination. (f) The dispute resolut...
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DETERMINATION BY AN EXPERT. 13.3:1 Where this Lease provides for reference to the determination of an independent surveyor a reference shall be made on the terms of clause 13.4 to the determination of a single independent surveyor. 13.3:2 The surveyor may be appointed by the Landlord and the Tenant jointly or, in the absence of agreement on a joint appointment, shall be nominated by the President of the RICS, on the application of either the Landlord or the Tenant. 13.3:3 The surveyor shall act as an expert (not as an arbitrator) on the terms set out in clause 13.4.
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DETERMINATION BY AN EXPERT. 8.1 Clauses 1 (Interpretation) (to the extent applicable) and 9 (Determination By An Expert) of the CSP Fund Option Agreement are incorporated herein by reference, mutatis mutandis. With respect to the provisions of the CSP Fund Option Agreement incorporated in this clause 8 by reference, for the purposes hereof: (i) all references therein to the “parties” shall be deemed to refer to the parties under this agreement; and (ii) all references therein to the “Consideration” shall be deemed to refer to the Consideration under this agreement.
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Related to DETERMINATION BY AN EXPERT

  • Determination by Accountant All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Section 280G of the Code), that are required to be made under this Section, including determinations as to whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the reduction of the Total Payments to the Safe Harbor Cap, amounts relevant to the last sentence of this Section 6(b), and the assumptions to be utilized in arriving at such determinations, shall be made at Westport's expense by an independent nationally recognized accounting firm selected by Westport (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to Westport and the Employee by no later than ten (10) days following the Termination Date, if applicable, or such earlier time as is requested by Westport or the Employee (if the Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee and Westport with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on his or her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Employee within twenty (20) days after the Determination (and all accompanying calculations and other material supporting the Determination) is delivered to Westport by the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Westport and the Employee, absent manifest error. As a result of uncertainty in the application of Section 4999 of the Code at the time of the Determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Westport should have been made ("Underpayment"), or that Gross-Up Payments will have been made by Westport which should not have been made ("Overpayments"). In either such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by Westport to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of Westport, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Westport, and otherwise reasonably cooperate with Westport to correct such Overpayment, provided, however, that (i) the Employee shall not in any event be obligated to return to Westport an amount greater than the net after-tax portion of the Overpayment that he or she has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Employee repaying to Westport an amount which is less than the Overpayment.

  • Determination by Independent Firm In the event of any question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.

  • Determination by the Reviewing Party If the Company reasonably believes that it is not obligated under this Agreement to indemnify the Indemnitee, the Company shall, within 10 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request within 30 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his/her indemnification right in accordance with Section C.3 below.

  • Determination by Independent Accountant The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to a financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the relevant professional body. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.