Determination Of Non-Material Violation of Agreement Flow Schedules Sample Clauses

Determination Of Non-Material Violation of Agreement Flow Schedules. If any Party believes that there has been a Non-Material Violation of Agreement Flow Schedules, then that Party will notify all of the other Parties to this Agreement in writing. Such notice will include all of the Party’s reasons for believing that a violation has occurred. YCWA will have 15 calendar days to respond to the notice. If YCWA disagrees with the notifying Party, then ▇▇▇▇’s response will state all of the reasons for ▇▇▇▇’s disagreement. If, after such notice and response and any subsequent discussions and meetings among the Parties to this Agreement, a dispute remains as to whether or not there has been a Non-Material Violation of Agreement Flow Schedules, then the Parties will randomly select one individual from a previously and mutually agreed upon list of five mediators (described in section 5.2. 1). The selected mediator will hold at least one meeting with the disputing Parties (any other interested Party to this Agreement may attend) and attempt to resolve the dispute. If the dispute is not resolved by the end of the meeting or meetings, then the selected mediator will issue a binding opinion resolving the dispute within 15 days after the last meeting.
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Related to Determination Of Non-Material Violation of Agreement Flow Schedules

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  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows: (i) Upon the mutual written consent of the Company and the Investors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to November 15, 2016; provided, however, that, except in the case of clause (ii) or (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) In the event of termination by any Investor of its obligations to effect the Closing pursuant to Section 6.3(a)(iii), written notice thereof shall promptly be given to the other Investors by the Company and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

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