Common use of Early Resolution Clause in Contracts

Early Resolution. Any Dispute shall first be referred to the Executive Officers of the Parties, who shall confer in good faith on the resolution of the issue. Any final decision mutually agreed to by the Executive Officers shall be set forth in writing and shall be conclusive and binding on the Parties. If the Executive Officers are not able to agree on the resolution of any such Dispute within [*] (or such other period of time as mutually agreed by the Executive Officers) after such Dispute was first referred to them, then the Parties shall submit such Dispute to be finally resolved by arbitration in accordance with Section 12.6.2(b). To the extent any Dispute relates to an action or decision required to be taken or made under the UPenn Agreement within a certain time period, the Parties shall use their best efforts to resolve such Dispute within such time period required for such action or decision. To the extent any such Dispute has not been resolved with such time period, and notwithstanding anything herein to the contrary, Passage shall have final decision making authority with respect to, and nothing herein shall prevent Passage from taking or making, any such action or decision required to be taken or made under the UPenn Agreement within such time period.