Determination by the Expert Sample Clauses

Determination by the Expert. The Expert shall, no later than [**] after the last submission of the written reports and, if any, oral submissions, select one of the Party’s positions as his or her final decision, and shall not have the authority to modify either Party’s position or render any substantive decision other than to so select the position of either Party as set forth in their respective written report (as initially submitted, or as revised in accordance with this Schedule 12.2, as applicable). The Parties agree that the decision of the Expert shall be the sole, exclusive and binding remedy between them regarding any such dispute referred to the Expert pursuant to Section 12.2 of this Agreement, and the Expert’s decision shall become the decision of the Parties or, if applicable, the JSC on the matter.

Determination by the Expert. The Expert will render his or her final decision, including any award, if applicable, with respect to the Dispute. In the case of any Dispute arising out of the JSC inability to reach agreement on any initial draft or proposed amendment to a Research Plan, Development Plan, Development Budget, Commercialization Plan or Commercialization Budget (each, a “Selected JSC Dispute”): (a) the Parties will each submit a final version for the respective agreement that contains all the terms that have been agreed upon by the Parties and each Party’s proposal for any disputed terms; (b) the Expert will select one of the Party’s versions as his or her final decision, and the Expert will not have the authority to modify either Party’s version or render any substantive decision other than to so select the version submitted by either Party in its entirety; and (c) the Parties shall promptly enter into the version of such agreement as selected by the Expert. The decision of the Expert will be the sole, exclusive and binding remedy between the Parties regarding the Dispute submitted to such Expert, and shall be governed by the terms and conditions hereof, including the limitation on damages set forth in Section 11.5. The Parties agree that such a judgment or award may be enforced in any court of competent jurisdiction. The statute of limitations of the State of New York applicable to the commencement of a lawsuit shall apply to the commencement of arbitration under this Section 14.2.

Determination by the Expert. 2.1 If the Landlord and Tenant have not agreed the revised Annual Rent by the date three months before the Relevant Review Date, then either party may at any time refer the revised Annual Rent for determination by the Expert in accordance with this paragraph 2 of this Part of this Schedule. The Expert can be appointed in accordance with the terms of this lease irrespective of whether the Landlord and Tenant have tried to first reach an agreement on the revised Annual Rent. 2.2 The Landlord and Tenant shall agree on the appointment of an Expert and shall agree with the Expert the terms of their appointment. 2.3 If the Landlord and ▇▇▇▇▇▇ are unable to agree on an Expert or the terms of their appointment within ten working days of either party serving details of a suggested expert on the other, either party shall then be entitled to request the President to appoint an Expert and agree with the Expert the terms of appointment. 2.4 The Expert shall be required to prepare a written decision including reasons and give notice (including a copy) of the decision to the parties within a maximum of ten working days of the matter being referred to the Expert. 2.5 If the Expert dies or becomes unwilling or incapable of acting, or does not deliver the decision within the time required by this paragraph, then: (a) either party may apply to the President to discharge the Expert and to appoint a replacement Expert with the required expertise; and (b) this paragraph 2 of this Part of this Schedule shall apply to the new Expert as if they were the first Expert appointed. 2.6 The parties are entitled to make submissions to the Expert including oral submissions and must provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 2.7 The Expert shall act as an expert and not as an arbitrator. The Expert shall determine the matter referred to the Expert under this lease. The Expert may award interest as part of their decision. The Expert's written decision on the matters referred to them shall be final and binding on the parties in the absence of manifest error or fraud. 2.8 The Landlord and Tenant must bear their own costs in relation to the reference to the Expert. 2.9 The Landlord and Tenant must bear the Expert's fees and any costs properly incurred by them in arriving at their determination (including any fees and costs of any advisers appointed by the Expert) equally or in ...

Determination by the Expert. 2.1 If the Landlord and Tenant have not agreed the revised Annual Rent by the date three months before the relevant Review Date, then either party may at any time refer the revised Annual Rent for determination by the Expert in accordance with clause 51. The Expert can be appointed in accordance with the terms of this Lease irrespective of whether the Landlord and Tenant have tried to first reach an agreement on the revised Annual Rent.

Determination by the Expert. The Expert shall, no later than [**] days after the last submission of the written reports and, if any, oral submissions, select one of the Party’s positions as his or her final decision, and shall not have the authority to modify either Party’s position or render any substantive decision other than to so select the position of either Genzyme or Alnylam as set forth in their respective written report (as initially submitted, or as revised in accordance with this Schedule 7.4.3.2 above, as applicable). The Parties agree that the decision of the Expert shall be the sole, exclusive and binding remedy between them regarding any the allocation of JPAC/LP Milestone payments, and the Expert’s decision shall become the decision of the JSC on the matter.

Determination by the Expert. The Subscribers and the Companies must procure that the Expert determines the Disputed Items referred to the Expert under clause 8.4(c) in accordance with the following provisions: (a) the Subscribers and the Companies must instruct the Expert to: (i) decide the Disputed Items in accordance with the terms of this agreement and within the shortest possible time but, in any event, within 20 days after the Disputed Items are referred to the Expert; and (ii) provide a report to the Subscribers and the Companies stating the determination of the Expert in relation to each Disputed Item referred to the Expert; (b) the Expert must decide the procedure to be followed to determine the Disputed Items referred to the Expert, subject to the following principles: (i) the Expert will make its determination solely on the presentations of the Subscribers, on the one hand, and the Companies, on the other hand, and not by independent review; (ii) the Expert will not attribute a value to an item that is: A. greater than the highest value attributed to that item; or

Determination by the Expert. The Expert will render his or her final decision, including any award, if applicable, with respect to the Dispute. In the case of: (a) any Dispute arising out of the JSC inability to reach agreement on (i) [***] (x) the Parties will each submit a [***]; (y) the Expert will [***]; and (z) the Parties shall promptly [***]. The decision of the Expert will be the sole, exclusive and binding remedy between the Parties regarding the Dispute submitted to such Expert, and shall be governed by the terms and conditions hereof, including the limitation on damages set forth in Section 12.5. The Parties agree that such a judgment or award may be enforced in any court of competent jurisdiction. The statute of limitations of the State of New York applicable to the commencement of a lawsuit shall apply to the commencement of arbitration under this Section 15.2.

Determination by the Expert. If the Banks’ Insurance Adviser and such insurance brokers are unable so to resolve the matter within a period of 8 Business Days from the relevant Borrower’s Proposal Date, the dispute shall be resolved in conjunction with clause 4.4 above.

Determination by the Expert. The Expert shall, no later than 10 Business Days after the last submission of the written reports and, if any, oral submissions, select one of the Party’s positions as his or her final decision, and shall not have the authority to modify either Party’s position or render any substantive decision other than to so select the position of either JBI or Pharmacyclics as set forth in their respective written report (as initially submitted, or as revised in accordance with Section 13.3.3, as applicable). The Parties agree that the decision of the Expert shall be the sole, exclusive and binding remedy between them regarding any Expert Dispute presented to the Expert, and the Expert’s decision shall become the decision of the JSC on the matter.