Reference to Expert Clause Samples
A Reference to Expert clause establishes a process for resolving specific disputes or technical questions by appointing an independent expert to make a determination. Typically, this clause outlines the circumstances under which an expert may be engaged, the method for selecting the expert, and the binding or advisory nature of their decision. By providing a neutral and specialized mechanism for resolving complex or technical issues, this clause helps avoid lengthy litigation or arbitration and ensures that disputes are settled efficiently and fairly.
Reference to Expert.
5.1 The expert is a person appointed in accordance with this paragraph 5 to resolve a dispute arising under paragraph 4 of this Schedule 9 (the "Expert"). All matters under this paragraph 5 will be conducted, and the Expert's decision will be written, in the English language.
5.2 In respect of any matters included in the Dispute Notice on which no agreement is reached within the Resolution Period, such matters will be referred, on the application of either the Buyer or the Seller at any time after the expiry of the Resolution Period to the Expert for determination.
5.3 The Buyer and the Seller will use reasonable endeavours to reach agreement on the appointment of an independent expert to act as the Expert.
5.4 If the Buyer and the Seller are unable to agree on an Expert within five Business Days of either one of them serving details of a suggested expert on the other, either the Buyer or the Seller may request the president for the time being of the Institute of Chartered Accountants in England and Wales to appoint an independent accountant of repute and with relevant experience as the Expert.
5.5 The Buyer and the Seller must co-operate with each other and the Expert and will take all reasonable action as is necessary to ensure that the terms of appointment of the Expert will enable the Expert to give effect to and act in accordance with and give effect to the provisions of this paragraph 5.
5.6 The Buyer and the Seller are each entitled to make one written submission to the Expert (with a copy provided simultaneously to the other Party) and to reply in writing to the other Party's submission and must provide the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.
5.7 The Expert will prepare a written decision and give notice (including a copy) of the decision to the Buyer and the Seller within a maximum of one (1) month of the matter being referred to them (or such other period as the Buyer and the Seller may agree in writing with the Expert).
5.8 Within five Business Days of the Expert's decision, the Buyer must deliver or procure the delivery (in either case in accordance with clause 16 (Notices)) to the Seller of revised Earn- Out Accounts incorporating such adjustments as have been determined by the Expert (if any). The revised Earn-Out Accounts will, save in the event of manifest error, be final and binding on the Buyer and the Seller in relation to the Earn-Out Period, from ...
Reference to Expert. Any disagreement between the Parties regarding matters relating to the provisions of this Article XI shall, unless subject to the authority of the Relevant Authority, be determined by an expert in accordance with Article XIV.
Reference to Expert. If the Buyers who give the Offer Notices and the Affected Principal fail to agree the Agreed Price within fifteen (15) days in accordance with clause 12.3, an internationally recognised firm of accountants or investment bankers (the EXPERT) shall be appointed to determine the Fair Price. The Expert shall be such internationally recognised firm of accountants or investment bankers as such Buyers and the Affected Principal may agree or, if they fail to agree within fifteen (15) days of the end of the fifteen (15) day period, the Expert shall be such internationally recognised firm of accountants or investment bankers, independent of both of the principals, as the President for the time being of the International Chamber of Commerce appoints at the request of any of the Buyers. Any such request must be made within fifteen (15) days of the end of the fifteen (15) day period (or such longer period as such Buyers and the Affected Principal may agree in writing). The Expert shall act as an expert and not as an arbitrator and its decision, which shall be incorporated in a certificate (the CERTIFICATE), shall be final and binding on the principals. Such Buyers and the Affected Principal shall bear the Expert's fees and expenses equally. RIGHT TO PURCHASE AT FAIR PRICE
Reference to Expert. Any dispute between the Parties with respect to matters addressed in Article XIV shall be resolved pursuant to Section 16.5(b).
Reference to Expert.
(a) Except as provided in Article 9.3(g), only one reference to an Expert under Article 9.3 may be made by a Party in respect of the same set of circumstances that constitute an Event.
(b) If it is agreed or determined that the pre-conditions of 9.3(b)(i) are satisfied the Expert will provide a substitute index or combination of indices as close as possible in type to the Producer Price Index with such adjustments only thereto as may be necessary to reflect as closely as possible the movements of the Producer Price Index and shall in the same manner (if required) provide an appropriate value to be used as a substitute PPIo value.
(c) If it is agreed or determined that the pre-conditions of Article 9.3(b)(ii) are satisfied and the Expert is requested to make an appropriate amendment or replacement the Expert will confine himself to correcting the error.
Reference to Expert. The Expert is a person appointed in accordance with this paragraph 4 to resolve a dispute arising under paragraph 3.
Reference to Expert. 29 Right to purchase at Fair Price.........................................29 Completion..............................................................30
Reference to Expert. 3.1 In respect of any matters included in the Dispute Notice on which no agreement is reached within the Resolution Period, such matters will be referred, on the application of either the Buyer or the Sellers, to the Expert for determination. The Expert will act as an expert and not as an arbitrator.
3.2 If the Buyer and the Sellers are unable to agree on an Expert within 5 Business Days, either the Buyer or the Sellers may request the president for the time being of the Institute of Chartered Accountants in England and Wales to appoint an accountant of repute and with relevant experience as the Expert.
3.3 The Expert’s decision will be communicated in writing to the Sellers and the Buyer. Within 5 Business Days of the Expert’s decision, the Sellers must send to the Buyer a revised Completion Statement and/or Reconciliation Statement (as appropriate) incorporating such adjustments (if any) as have been determined by the Expert and that Completion Statement and/or Reconciliation Statement will be final and binding on the Buyer and the Sellers from the date of its delivery to the Buyer.
3.4 Each party shall bear its own costs in relation to the reference to the Expert. The Expert will direct that his fees shall be borne by the parties on the general principle that costs should follow the event on a proportionate basis, except where it appears to the Expert that, in the circumstances, this is not appropriate in relation to the whole or part of such costs.
Reference to Expert. If after twenty (20) Working Days after the issue of the Amendment Notice, any matters in Clauses 15.3 and Clause 15.4 remain not agreed by the Parties, the failure to agree shall be a Dispute. The Authority shall promptly refer the Dispute to an Independent Expert to determine.
Reference to Expert. If any Technical Dispute has been referred to the procedures described in Section 14 above, and either no resolution has been reached or the other party has failed to participate, then the Technical Dispute shall be referred to an independent technical expert having no commercial inter- est in either party or in any major competitor of either party, and who is suitably qualified by virtue of expert technical knowledge and information in automated fleet-fueling to make a professional determination upon the Technical Dispute and, in such event, the following shall apply:
(a) upon selection of an expert then:
(i) each party shall cooperate fully with the expert in the provision of in- formation necessary to enable him to make his determination, save that neither party shall be obliged to disclose information of a secret or con- fidential nature not in the public domain, save with its own express consent, which may be conditioned upon such undertakings or warran- ties as are reasonably necessary to preserve the secrecy of the informa- tion provided.
(ii) either party may make such representations to the expert in relation to the matters referred to him for determination as it sees fit, but shall conclude such representations within 20 days of the appointment of the expert.
(iii) the expert shall act as expert and not as arbitrator, and his determination shall be final only as to technical facts—i.e., warranty deficiency or conformity or nonconformity with Performance Criteria.
(b) the determination of the expert shall be confined to the matters of technical fact which are in dispute, and any dispute on a point of law shall not be de- termined by him.
(c) this clause and any reference hereunder shall not prevent any party from obtaining in appropriate circumstance any interim temporary or preliminary injunction or other equitable relief. 8Since this agreement was supposed to last for three years, the emphasis was on the negotiation of disputes, notice provisions with grace periods, the submission of technical issues to an expert for resolution, and the submission of the remain- ing issues to arbitration.