Final Decision Right; Dispute Resolution Sample Clauses

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Final Decision Right; Dispute Resolution. ​ (a) If the Senior Officers do not fully resolve any matter within the JSC’s authority and referred to them under Clause 3.3.2 within [***] (or a later date mutually agreed to by the Parties) of the matter being referred to them, then, except as provided below, the Parties must mutually agree and no action will be taken with respect to the applicable matter until such agreement has been reached. Notwithstanding the foregoing, BicycleTx shall have final say on [***]. Novartis shall have final say on [***]; provided that neither Party shall have final say on (i) [***], (ii) [***], (iii) [***], or (iv) [***]. ​ (b) Notwithstanding the foregoing, neither Party shall use its final decision-making authority (i) to impose any requirement on the other Party to undertake obligations beyond those for which it is responsible or to forgo any of its rights under this Agreement, (ii) to require the other Party to violate any Applicable Law, ethical requirement, or any agreement it may have with any Third Party, or (iii) to amend the terms and conditions of this Agreement. ​
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Final Decision Right; Dispute Resolution. If the JRC cannot, or does not, reach consensus on an issue, then (a) BicycleTx shall have final say on [***]; (b) [***] Genentech shall have final say on [***]; and (c) neither Party shall have final say on [***] that would [***]. In each of case Section 4.3.3(c)(i) and 4.3.3(c)(ii) above, the status quo shall persist unless and until the Parties’ mutually agree. If the JRC does not reach consensus on [***], then the dispute shall first be referred to the Senior Officers of the Parties, who shall confer in good faith on the resolution of the issue. If the Senior Officers are unable to reach consensus on [***] for a given Collaboration Program, [***] provided: (1) any additional Discovery Research Activities resulting from such [***], (2) any additional Discovery Research Activities resulting from [***] shall not [***], (3) the [***] shall not [***] [***] and (4) BicycleTx shall [***]. If BicycleTx [***], Genentech may [***] by Genentech. Notwithstanding the foregoing, neither Party shall use its final decision-making authority to (x) impose any requirement on the other Party to undertake obligations beyond those for which it is responsible or to forgo any of its rights under this Agreement, (y) require the other Party to violate any Applicable Law, ethical requirement, or any agreement it may have with any Third Party, or (z) amend the terms and conditions of this Agreement. Disputes arising between the Parties in connection with or relating to this Agreement or any document or instrument delivered in connection herewith, and that are outside of the decision-making authority of the JRC, shall be finally resolved pursuant to Section 15.7.
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Final Decision Right; Dispute Resolution. If the JRC cannot, or does not, reach consensus on an issue within its purview, then Bayer shall have final say on [***] provided that in exercising such final decision making authority, Bayer may not (a) [***] shall be mutually agreed between the Parties and not subject to [***] (b) amend the [***], the [***] or the [***] and in such event the status quo shall persist unless and until the Parties' mutually agree in writing, (c) require BicycleTx to work on more than [***] at the same time during the Research Term, (d) have final decision making authority on any matter which is [***], or (e) impose any requirement on BicycleTx to undertake obligations beyond those for which it is responsible or to forgo any of its rights under this Agreement, or require BicycleTx to violate any Applicable Law, ethical requirement, or any agreement it may have with any Third Party, or amend the terms and conditions of this Agreement.
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Final Decision Right; Dispute Resolution. If the JSC cannot, or does not, reach consensus on an issue, then (a) BicycleTx shall have final say on [***]; (b) subject to Section 3.3.3(c), Ionis shall have final say on [***]; and (c) neither Party shall have final say on [***]. Notwithstanding the foregoing, neither Party shall use its final decision-making authority to (i) impose any requirement on the other Party to undertake obligations beyond those for which it is responsible or to forgo any of its rights under this Agreement, (ii) require the other Party to violate any Applicable Law, ethical requirement, or any agreement it may have with any Third Party, or (iii) amend the terms and conditions of this Agreement. Disputes arising between the Parties in connection with or relating to this Agreement or any document or instrument delivered in connection herewith, and that are outside of the decision-making authority of the JSC, shall be finally resolved pursuant to Section 12.2.
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Related to Final Decision Right; Dispute Resolution

  • I2 Dispute Resolution The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director of the Contractor and the commercial director of the Authority.

  • Formal Dispute Resolution 10.6.1 If the Parties are unable to resolve the dispute through the informal procedure described in Section 10.5, then either Party may invoke the formal Dispute Resolution procedures described in this Section 10.6. Unless agreed among all Parties, formal Dispute Resolution procedures, including arbitration or other procedures as appropriate, may be invoked not earlier than sixty (60) calendar days after receipt of the letter initiating Dispute Resolution under Section 10.3.

  • Alternate Dispute Resolution In the event of any issue of controversy under this Agreement, the PARTIES may pursue Alternate Dispute Resolution procedures to voluntarily resolve those issues. These procedures may include, but are not limited to, conciliation, facilitation, mediation, and fact finding.

  • Informal Dispute Resolution (a) Prior to the initiation of formal dispute resolution procedures (i.e., arbitration), the Parties shall first attempt to resolve their dispute at the senior manager level. If that level of dispute resolution is not successful, the Parties shall proceed informally, as follows: (i) Upon the written request of either Party, each Party shall appoint a designated representative who does not otherwise devote substantially full time to performance under this Agreement, whose task it will be to meet for the purpose of endeavoring to resolve such dispute. (ii) The designated representatives shall meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue that the Parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and attempt to resolve the dispute without the necessity of any formal proceeding. (iii) During the course of discussion, all reasonable requests made by one Party to another for non-privileged non-confidential information reasonably related to this Agreement shall be honored so that each of the Parties may be fully advised of the other's position. (iv) The specific format for the discussions shall be left to the discretion of the designated representatives. (b) Prior to instituting formal proceedings, the Parties will first have their chief executive officers meet to discuss the dispute. This requirement shall not delay the institution of formal proceedings past any statute of limitations expiration or for more than fifteen (15) days. (c) Subject to Subsection (b), formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) The designated representatives concluding in good faith that amicable resolution through continued negotiation of the matter does not appear likely; or (ii) Thirty (30) days after the initial written request to appoint a designated representative pursuant to Subsection (a), above, (this period shall be deemed to run notwithstanding any claim that the process described in this Section 11.2 was not followed or completed). (d) This Section 11.2 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute, formal proceedings earlier to avoid the expiration of any applicable limitations period, or to preserve a superior position with respect to other creditors or as provided in Section 11.6(a).

  • Negotiation; Alternative Dispute Resolution The Parties will attempt in good faith to resolve any dispute or controversy arising out of or relating to the performance of services under this Agreement. If the Parties are unable to resolve the dispute, then, pursuant to San Francisco Administrative Code Section 21.36, Contractor may submit to the Contracting Officer a written request for administrative review and documentation of the Contractor's claim(s). Upon such request, the Contracting Officer shall promptly issue an administrative decision in writing, stating the reasons for the action taken and informing the Contractor of its right to judicial review. If agreed by both Parties in writing, disputes may be resolved by a mutually agreed-upon alternative dispute resolution process. If the parties do not mutually agree to an alternative dispute resolution process or such efforts do not resolve the dispute, then either Party may pursue any remedy available under California law. The status of any dispute or controversy notwithstanding, Contractor shall proceed diligently with the performance of its obligations under this Agreement in accordance with the Agreement and the written directions of the City. Neither Party will be entitled to legal fees or costs for matters resolved under this section.