Expert Resolution of Certain Disputes Sample Clauses

Expert Resolution of Certain Disputes. Any Expert Matter shall be resolved by expedited arbitration by an Expert as follows: (a) Upon written request by either Party to the other Party, the Parties shall promptly negotiate in good faith to appoint an appropriate Expert. If the Parties are not able to agree by mutual written agreement within fourteen (14) days after the receipt by a Party of the written request in the immediately preceding sentence, the CPR Institute for Dispute Resolution, or such other similar entity as the Parties may agree by mutual written agreement, shall be responsible for selecting an Expert within twenty (20) days of being approached by a Party. The fees and costs of the Expert and the CPR Institute for Dispute Resolution (or such other entity) shall be shared equally (50%/50%) by the Parties. (b) Within fifteen (15) days after the designation of the Expert, the Parties shall each simultaneously submit to the Expert and one another a written statement of its last position on such disagreement as last presented to, and discussed by, the JSC prior to the reference of such disagreement to the Expert. Each Party shall have fifteen (15) days from receipt of the other Party’s submission to submit a written response thereto, which shall include any scientific, financial, technical or other relevant information in support thereof. The Expert shall have the right to meet with the Parties, either alone or together, as necessary to make a determination. (c) No later than thirty (30) days after the designation of the Expert, the Expert shall make a determination by selecting the resolution proposed by one of the Parties that as a whole is the most nearly consistent with this Agreement and the most fair and reasonable to the Parties in light of the totality of the circumstances and the terms of this Agreement. The Expert shall provide the Parties with a written statement setting forth the basis of the determination in connection therewith. The decision of the Expert shall be final and conclusive and binding on the Parties and their Affiliates, absent manifest error.
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Expert Resolution of Certain Disputes. (a) In the event that following the termination of the AMD Fab 36 Cost Plus Reimbursement Agreement or the occurrence of a Trigger Event: (i) AMD Inc. reasonably asserts that any information used by AMD Fab 36 KG constitutes Proprietary Product Know-how other than Proprietary Process Know-how that AMD Inc. is not prevented or restricted from licensing, Developed Intellectual Property other than Developed Intellectual Property I, or Proprietary Process Know-how that AMD is prevented or restricted from licensing or that any action by AMD Fab 36 KG constitutes an infringement on any intellectual property rights of AMD Inc., or (ii) AMD Fab 36 KG reasonably asserts that any document in the Plant that AMD Inc. wishes to remove constitutes documentation relating to Developed Intellectual Property I or Proprietary Process Know-how that is licensed to AMD Fab 36 KG under Section 3(c) hereof, the parties agree that they will notify a representative of the State of Saxony regarding such dispute and refer the dispute between them to a technical expert for binding determination. Pending resolution of any such dispute, AMD Fab 36 KG shall be entitled to continue to use the information or document in question on the terms of this Agreement. (b) If, subsequent to the occurrence of a Trigger Event and AMD Fab 36 KG ceases to be a Subsidiary of AMD Inc., AMD Inc. asserts that AMD Fab 36 KG is in material breach in accordance with Section 8(b), and if AMD Fab 36 KG does object to the alleged breach within fifteen (15) days of receipt of notice, the parties agree that they will refer the dispute between them to an expert for binding determination. Pending resolution of any such dispute, AMD Fab 36 KG shall be entitled to continue to use the Developed Intellectual Property or the Proprietary Process Know-how in accordance with the terms of this Agreement. (c) In the event a dispute of the type set forth in Section 21(a) or (b) arises, the parties shall, within three (3) business days thereafter, appoint a mutually agreeable, appropriately qualified expert to resolve the dispute between the parties. If the parties cannot agree on the choice of the expert within such time frame, either party may request that the President of the European Patent Office appoint a suitably qualified expert to resolve the dispute. Such expert shall have significant knowledge of the Employee Invention Law. The decision of the President shall be final and binding on the parties. (d) The expert appoin...
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Expert Resolution of Certain Disputes. (a) In the event that following the termination of the AMD Saxonia Research Agreement or the AMD Saxonia Wafer Purchase Agreement: (i) AMD Inc. reasonably asserts that any information used by AMD Saxonia constitutes Proprietary Product Know-how or that any action by AMD Saxonia constitutes an infringement on any intellectual property rights of AMD Inc., or (ii) AMD Saxonia reasonably asserts that any document in the Plant that AMD Inc. wishes to remove does not constitute Proprietary Technical Documentation, the parties agree that they will refer the dispute between them to a technical expert for binding determination. Pending resolution of any such dispute, AMD Saxonia shall be entitled to continue to use the information or document in question on the terms of this Agreement. (b) In the event a dispute of the type set forth in Section 21(a) arises, the parties shall, within three (3) business days thereafter, appoint a mutually agreeable, appropriately qualified expert to resolve the dispute between the parties. If the parties cannot agree on the choice of the expert within such time frame, either party may request that the President of the European Patent Office appoint a suitably qualified expert to resolve the dispute. The decision of the President shall be final and binding on the parties. (c) The expert appointed by the parties, or in default, by the Institute, shall determine what information is required (and in what format) from either or both parties for the purposes of resolving the dispute and the parties agree to cooperate with such expert. In no event shall the expert take more than two (2) weeks from the date of appointment within which to reach his or her decision and the expert shall provide its decision in writing to both parties. All costs of the expert shall be shared equally by the parties. The decision of the expert shall be appealable only pursuant to the dispute resolution procedures set forth in Section 22, and the decision of the expert shall be admissible to the record in any proceeding. The decision of the expert shall be final and binding on both parties unless appealed by the commencement of proceedings pursuant to Section 22 within ten (10) days of such decision. (d) With regard to the disputes referred to in Section 21(a), it is the intent of the parties that the expert resolution procedures contained in this Section 21 shall be completed and the expert decision rendered before any other type of dispute resolution procedure, ...
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Related to Expert Resolution of Certain Disputes

  • Governing Law; Resolution of Disputes This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, if the Executive is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

  • Effect of Certain Resolutions Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

  • Resolution of Conflicts; Arbitration (i) In case the Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate), either Parent or the Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa ▇▇▇▇▇ County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.