Dispute Resolution Clause Example with 16 Variations from Business Contracts
This page contains Dispute Resolution clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Dispute Resolution. 13.1 Mandatory Procedures. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, and that such procedures constitute legally binding obligations that are an essential provision of this Agreement. If either party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party may bring an action for specific performance of these procedures in any... court of competent jurisdiction. 13.2 Equitable Remedies. Although the procedures specified in this Article are the sole and exclusive procedures for the resolution of disputes arising out of or relating to this Agreement, either party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement. 13.3 Dispute Resolution Procedures. (a) Mediation. In the event of any dispute arising out of or relating to this Agreement, either party may initiate mediation upon written notice to the other party ("Notice Date") pursuant to Section 15.1, whereupon both parties shall be obligated to engage in a mediation proceeding. The mediation shall commence within [**] of the Notice Date. The mediation shall be conducted by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more nominees for mediator in its notice. The other party may accept one of the nominees or may designate its own nominees by notice addressed to the American Arbitration Association (AAA) and copied to the requesting party. If within, [**] following the request for mediation, the parties have not selected a mutually acceptable mediator, a mediator shall be appointed by the AAA according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party shall be responsible for its own counsel fees and expenses. (b) Trial Without Jury. If the dispute is not resolved by mediation within [**] after commencement of mediation, each party shall have the right to pursue any other remedies legally available to resolve the dispute, provided, however, that the parties expressly waive any right to a jury trial in any legal proceeding under this Article. 13.4 Performance to Continue. Each party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that a party may suspend performance of its undisputed obligations during any period in which the other party fails or refuses to perform its undisputed obligations. Nothing in this Article is intended to relieve COMPANY from its obligation to make undisputed payments pursuant to Articles 4 and 6 of this Agreement. 28 13.5 Statute of Limitations. The parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, estoppel and laches) shall be tolled while the procedures set forth in Sections 13.3(a) are pending. The parties shall cooperate in taking any actions necessary to achieve this result.View More
Variations of a "Dispute Resolution" Clause from Business Contracts
Dispute Resolution. 13.1 Mandatory Procedures. 9.1. Procedures Mandatory. The parties agree that any dispute arising out of or relating to this Agreement shall will be resolved solely by means of the procedures set forth in this Article, and that such these procedures constitute legally binding obligations that are an essential provision of this Agreement. If either party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party may bring an action for specific ...performance of these procedures in any court of competent jurisdiction. 13.2 Equitable Remedies. Although the procedures specified in this Article are the sole and exclusive procedures for the resolution of disputes arising out of or relating to this Agreement, either party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement. 13.3 9.2. Dispute Resolution Procedures. Portions of the exhibit, indicated by the mark "[***]," were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant's application requesting confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. CONFIDENTIAL (a) Mediation. Negotiation. In the event of any dispute arising out of or relating to this Agreement, the affected party shall notify the other party, and the parties shall attempt in good faith to resolve the matter within ten (10) days after the date of notice (the "Notice Date"). Any disputes not resolved by good faith discussions shall be referred to senior executives of each party, who shall meet at a mutually acceptable time and location within thirty (30) days after the Notice Date and attempt to negotiate a settlement. (b) Mediation. If the matter remains unresolved within sixty (60) days after the Notice Date, or if the senior executives fail to meet within thirty (30) days after the Notice Date, either party may initiate mediation upon written notice to the other party ("Notice Date") pursuant to Section 15.1, party, whereupon both parties shall be obligated to engage in a mediation proceeding. The mediation shall commence within [**] proceeding under the then current International Institute for Conflict Prevention and Resolution, Inc. ("CPR") Mediation Procedure then in effect, except that specific provisions of this Section override inconsistent provisions of the CPR Mediation Procedure. The mediator will be selected from the CPR Panels of Neutrals. Ifthe parties cannot agree upon the selection of a mediator within ninety (90) days after the Notice Date. Date, then upon the request of either party, the CPR shall appoint the mediator. The parties shall attempt to resolve the dispute through mediation shall be conducted by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more nominees for mediator in its notice. The other party may accept until one of the nominees following occurs: (i) the parties reach a written settlement; (ii) the mediator notifies the parties in writing that they have reached an impasse; (iii) the parties agree in writing that they have reached an impasse; or may designate its own nominees by notice addressed to the American Arbitration Association (AAA) and copied to the requesting party. If within, [**] following the request for mediation, (iv) the parties have not selected reached a mutually acceptable mediator, a mediator shall be appointed by settlement within one hundred twenty (120) days after the AAA according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party shall be responsible for its own counsel fees and expenses. (b) Notice Date. (c) Trial Without Jury. If Ifthe parties fail to resolve the dispute is not resolved by through mediation within [**] after commencement of , or if neither party elects to initiate mediation, each party shall have the right to may pursue any other remedies legally available to resolve the dispute, provided, however, that dispute. However, the parties expressly waive any the right to a jury trial in any such legal proceeding under this Article. 13.4 proceeding. 9.3. Preservation of Rights Pending Resolution. (a) Performance to Continue. Each party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that Agreement. However, a party may suspend performance of its undisputed obligations during any period in which the other party fails or refuses to perform its undisputed obligations. Nothing in this Article is intended to relieve COMPANY from its obligation to make undisputed payments pursuant to Articles 4 and 6 of this Agreement. 28 13.5 (b) Statute of Limitations. The parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, (including without limitation estoppel and laches) shall be !aches) are tolled while the procedures set Portions of the exhibit, indicated by the mark "[***]," were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant's application requesting confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. CONFIDENTIAL forth in Sections 13.3(a) Subsections 9.2(a) and 9.2(b) are pending. The parties shall cooperate in taking take any actions necessary to achieve effectuate this result. View More
Dispute Resolution. 13.1 Mandatory Procedures. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, and that such procedures constitute legally binding obligations that are an essential provision of this Agreement. If either party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party may bring an action for specific performance of these procedures in any... court of competent jurisdiction. 13.2 Equitable 12.2Equitable Remedies. Although Notwithstanding the procedures specified in this Article are the sole and exclusive procedures for the resolution of disputes arising out of or relating to this Agreement, either party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement. 13.3 Dispute 12.3Dispute Resolution Procedures. (a) Mediation. In (a)Escalation. The Parties agree that, in the event of any dispute arising out of or relating to this Agreement, either party may initiate mediation upon Party by written notice to the other party ("Notice Date") pursuant to Section 15.1, whereupon both parties shall be obligated to engage in a mediation proceeding. The mediation shall commence within [**] of the Notice Date. The mediation shall be conducted by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more nominees Party may have such issue referred for mediator in its notice. The other party may accept one of the nominees or may designate its own nominees by notice addressed resolution to the American Arbitration Association (AAA) Chief Executive Officer of each Party (collectively, the "Executive Officers"). The Executive Officers shall meet promptly to discuss the matter submitted and copied to the requesting party. If within, [**] following the request for mediation, the parties have not selected determine a mutually acceptable mediator, a mediator shall be appointed by the AAA according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement resolution. (b)Pursuit of the dispute, but shall have no authority to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party shall be responsible for its own counsel fees and expenses. (b) Trial Without Jury. other Remedies. If the Executive Officers are unable to resolve the dispute within thirty (30) days after it is not resolved by mediation within [**] after commencement of mediation, each party shall have referred to them, then the Parties may pursue all other rights and CONFIDENTIAL 19 Exhibit 10.1 remedies available to them under this Agreement, including the right to pursue any other remedies legally available to resolve terminate the dispute, provided, however, that Agreement, and the parties expressly waive any right to matter may be brought by a jury trial Party as a suit in any legal proceeding under this Article. 13.4 Performance a court of competent jurisdiction in accordance with Section 14.2 hereof. 12.4Performance to Continue. Each party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that a party may suspend performance of its undisputed obligations during any period in which the other party fails or refuses to perform its undisputed obligations. Nothing in this Article is intended to relieve COMPANY Company from its obligation to make undisputed payments pursuant to Articles 4 and 6 of this Agreement. 28 13.5 Statute 12.5Statute of Limitations. The parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, (such as estoppel and laches) shall be tolled while the procedures set forth in Sections 13.3(a) Section 12.3(a) are pending. The parties shall cooperate in taking any actions necessary to achieve this result. View More
Dispute Resolution. 13.1 Mandatory Procedures. 9.1. Procedures Mandatory. The parties agree that to resolve any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, and that such these procedures constitute legally binding obligations that are an essential provision of this Agreement. If either party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party may bring an action for spe...cific performance of these procedures in any court of competent jurisdiction. 13.2 Equitable 9.2. Dispute Resolution Procedures. (a) Negotiation. In the event of any dispute arising out of or relating to this Agreement, the affected party shall notify the other party, and the parties shall attempt in good faith to resolve the matter within [*] days after the date of notice (the "Notice Date"). Any disputes not resolved by good faith discussions shall be referred to senior executives of each party, who shall meet at a mutually acceptable time and location within [*] days after the Notice Date and attempt to negotiate a settlement. (b) Mediation. If the matter remains unresolved within [*] days after the Notice Date, or if the senior executives fail to meet within [*] days after the Notice Date, either party may initiate mediation upon written notice to the other party, whereupon both parties shall engage in a mediation proceeding under the then current CPR Institute for Dispute Resolution ("CPR") Model Procedure for Mediation of Business Disputes, except that specific provisions of this Section override inconsistent provisions of the CPR Model Procedure. The mediator will be selected from the CPR Panels of Neutrals. If the parties cannot agree upon the selection of a mediator within [*] days after the Notice Date, then upon the request of either party, the CPR shall appoint the mediator. The parties shall attempt to resolve the dispute through mediation until one of the following occurs: (i) the parties reach a written settlement; (ii) the mediator notifies the parties in writing that they have reached an impasse; (iii) the parties agree in writing that they have reached an impasse; or (iv) the parties have not reached a settlement within [*] days after the Notice Date. (c) Trial Without Jury. If the parties fail to resolve the dispute through mediation, or if neither party elects to initiate mediation, each party may pursue any other remedies legally available to resolve the dispute. However, the parties expressly waive the right to a jury trial in the legal proceeding under this Section. 15 9.3. Preservation of Rights Pending Resolution. (a) Performance to Continue. Each party shall continue to perform its obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement. However, a party may suspend performance of its obligations during any period in which the other party fails or refuses to perform its obligations. (b) Provisional Remedies. Although the procedures specified in this Article are the sole and exclusive procedures for the resolution of disputes arising out of or relating to this Agreement, either party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such that action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement. 13.3 Dispute Resolution Procedures. (a) Mediation. In the event of any dispute arising out of or relating to this Agreement, either party may initiate mediation upon written notice to the other party ("Notice Date") pursuant to Section 15.1, whereupon both parties shall be obligated to engage in a mediation proceeding. The mediation shall commence within [**] of the Notice Date. The mediation shall be conducted by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more nominees for mediator in its notice. The other party may accept one of the nominees or may designate its own nominees by notice addressed to the American Arbitration Association (AAA) and copied to the requesting party. If within, [**] following the request for mediation, the parties have not selected a mutually acceptable mediator, a mediator shall be appointed by the AAA according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party shall be responsible for its own counsel fees and expenses. (b) Trial Without Jury. If the dispute is not resolved by mediation within [**] after commencement of mediation, each party shall have the right to pursue any other remedies legally available to resolve the dispute, provided, however, that the parties expressly waive any right to a jury trial in any legal proceeding under this Article. 13.4 Performance to Continue. Each party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that a party may suspend performance of its undisputed obligations during any period in which the other party fails or refuses to perform its undisputed obligations. Nothing in this Article is intended to relieve COMPANY from its obligation to make undisputed payments pursuant to Articles 4 and 6 of this Agreement. 28 13.5 (c) Statute of Limitations. The parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, (such as, estoppel and laches) shall be are tolled while the procedures set forth in Sections 13.3(a) Subsections 9.2. (a) and 9.2(b) are pending. The parties shall cooperate in taking take any actions necessary to achieve effectuate this result. View More
Dispute Resolution. 13.1 Mandatory Procedures. 9.1. Procedures Mandatory. The parties agree that shall resolve any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, and that such Article. These procedures constitute legally binding obligations that are an essential provision of this Agreement. If either party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party may bring an ac...tion for specific performance of these procedures in any court of competent jurisdiction. 13.2 Equitable 9.2. Dispute Resolution Procedures. (a) Negotiation. In the event of any dispute arising out of or relating to this Agreement, the affected party shall notify the other party, and the parties shall attempt in good faith to resolve the matter within [**] after the date of notice (the "Notice Date"). Any disputes not resolved by good faith discussions shall be referred to senior executives of each party, who shall meet at a mutually acceptable time and location within [**] after the Notice Date and attempt to negotiate a settlement. (b) Mediation. If the matter remains unresolved within [**] after the Notice Date, or if the senior executives fail to meet within [**] after the Notice Date, either party may initiate mediation upon written notice to the other party, and both parties shall engage in a mediation proceeding under the then current CPR Institute for Dispute Resolution ("CPR") Model Procedure for Mediation of Business Disputes. Specific provisions of this Subsection 9.2(b) override inconsistent provisions of the CPR Model Procedure. The parties shall select the mediator from the CPR Panels of Neutrals. If the parties cannot agree upon the selection of a mediator within [**] after the Notice Date, then upon the request of either party, the CPR shall appoint the mediator. The parties shall attempt to resolve the dispute through mediation until one of the following occurs: (i) the parties reach a written settlement; (ii) the mediator notifies the parties in writing that they have reached an impasse; (iii) the parties agree in writing that they have reached an impasse; or (iv) the parties have not reached a settlement within [**] after the Notice Date. (c) Trial Without Jury. If the parties fail to resolve the dispute through mediation, or if neither party elects to initiate mediation, each party may pursue any other remedies legally available to resolve the dispute. However, the parties expressly waive the right to a jury trial in the legal proceeding under this Subsection 9.2(c). UNIVERSITY Exclusive License Agreement (equity) (version 11/2007, rev 8-09) 9.3. Preservation of Rights Pending Resolution. (a) Performance to Continue. Each party shall continue to perform its obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement. However, a party may suspend performance of its obligations during any period in which the other party fails or refuses to perform its obligations. (b) Provisional Remedies. Although the procedures specified in this Article are the sole and exclusive procedures for the resolution of disputes arising out of or relating to this Agreement, either party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such that action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement. 13.3 Dispute Resolution Procedures. (a) Mediation. In the event of any dispute arising out of or relating to this Agreement, either party may initiate mediation upon written notice to the other party ("Notice Date") pursuant to Section 15.1, whereupon both parties shall be obligated to engage in a mediation proceeding. The mediation shall commence within [**] of the Notice Date. The mediation shall be conducted by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more nominees for mediator in its notice. The other party may accept one of the nominees or may designate its own nominees by notice addressed to the American Arbitration Association (AAA) and copied to the requesting party. If within, [**] following the request for mediation, the parties have not selected a mutually acceptable mediator, a mediator shall be appointed by the AAA according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party shall be responsible for its own counsel fees and expenses. (b) Trial Without Jury. If the dispute is not resolved by mediation within [**] after commencement of mediation, each party shall have the right to pursue any other remedies legally available to resolve the dispute, provided, however, that the parties expressly waive any right to a jury trial in any legal proceeding under this Article. 13.4 Performance to Continue. Each party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that a party may suspend performance of its undisputed obligations during any period in which the other party fails or refuses to perform its undisputed obligations. Nothing in this Article is intended to relieve COMPANY from its obligation to make undisputed payments pursuant to Articles 4 and 6 of this Agreement. 28 13.5 (c) Statute of Limitations. The parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, (such as, estoppel and laches) shall be are tolled while the procedures set forth in Sections 13.3(a) Subsections 9.2. (a) and 9.2(b) are pending. The parties shall cooperate in taking take any actions necessary to achieve effectuate this result. View More
Dispute Resolution. 13.1 Mandatory Procedures. 9.1. Procedures Mandatory. The parties agree that shall resolve any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, and that such Article. These procedures constitute legally binding obligations that are an essential provision of this Agreement. If either party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party may bring an ac...tion for specific performance of these procedures in any court of competent jurisdiction. 13.2 Equitable 9.2. Dispute Resolution Procedures. (a) Negotiation. In the event of any dispute arising out of or relating to this Agreement, the affected party shall notify the other party, and the parties shall attempt in good faith to resolve the matter within [**] after the date of notice (the "Notice Date"). Any disputes not resolved by good faith discussions shall be referred to senior executives of each party, who shall meet at a mutually acceptable time and location within [**] after the Notice Date and attempt to negotiate a settlement. (b) Mediation. If the matter remains unresolved within [**] after the Notice Date, or if the senior executives fail to meet within [**] after the Notice Date, either party may initiate mediation upon written notice to the other party, and both parties shall engage in a mediation proceeding under the then current CPR Institute for Dispute Resolution ("CPR") Model Procedure for Mediation of Business Disputes. Specific provisions of this Subsection 9.2(b) override inconsistent provisions of the CPR Model Procedure. The parties shall select the mediator from the CPR Panels of Neutrals. If the parties cannot agree upon the selection of a mediator within [**] after the Notice Date, then upon the request of either party, the CPR shall appoint the mediator. The parties shall attempt to resolve the dispute through mediation until one of the following occurs: (i) the parties reach a written settlement; (ii) the mediator notifies the parties in writing that they have reached an impasse; (iii) the parties agree in writing that they have reached an impasse; or (iv) the parties have not reached a settlement within [**] after the Notice Date. (c) Trial Without Jury. If the parties fail to resolve the dispute through mediation, or if neither party elects to initiate mediation within [**] of the Notice Date, each party may, subject to Section 10.9, pursue any other remedies legally available to resolve the dispute. However, THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A JURY TRIAL in any legal proceeding under this Subsection 9.2(c). 9.3. Preservation of Rights Pending Resolution. (a) Performance to Continue. Each party shall continue to perform its obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement. However, a party may suspend performance of its obligations during any period in which the other party fails or refuses to perform its obligations. (b) Provisional Remedies. Although the procedures specified in this Article are the sole and exclusive procedures for the resolution of disputes arising out of or relating to this Agreement, either party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such that action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement. 13.3 Dispute Resolution Procedures. (a) Mediation. In the event of any dispute arising out of or relating to this Agreement, either party may initiate mediation upon written notice to the other party ("Notice Date") pursuant to Section 15.1, whereupon both parties shall be obligated to engage in a mediation proceeding. The mediation shall commence within [**] of the Notice Date. The mediation shall be conducted by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more nominees for mediator in its notice. The other party may accept one of the nominees or may designate its own nominees by notice addressed to the American Arbitration Association (AAA) and copied to the requesting party. If within, [**] following the request for mediation, the parties have not selected a mutually acceptable mediator, a mediator shall be appointed by the AAA according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party shall be responsible for its own counsel fees and expenses. (b) Trial Without Jury. If the dispute is not resolved by mediation within [**] after commencement of mediation, each party shall have the right to pursue any other remedies legally available to resolve the dispute, provided, however, that the parties expressly waive any right to a jury trial in any legal proceeding under this Article. 13.4 Performance to Continue. Each party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that a party may suspend performance of its undisputed obligations during any period in which the other party fails or refuses to perform its undisputed obligations. Nothing in this Article is intended to relieve COMPANY from its obligation to make undisputed payments pursuant to Articles 4 and 6 of this Agreement. 28 13.5 (c) Statute of Limitations. The parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, (such as, estoppel and laches) shall be are tolled while the procedures set forth in Sections 13.3(a) Subsections 9.2(a) and 9.2(b) are pending. The parties shall cooperate in taking take any actions necessary to achieve effectuate this result. View More
Dispute Resolution. 13.1 Mandatory Procedures. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, Section 13, and that such procedures constitute legally binding obligations that are an essential provision of this Agreement. If either any party fails to observe the procedures of this Article, Section 13, as may be modified by their written agreement, the other party parties may bring an action for specific pe...rformance of these procedures in any court of competent jurisdiction. 13.2 Equitable Remedies. Although the procedures specified in this Article Section 13 are the sole and exclusive procedures for the resolution of disputes arising out of or relating to this Agreement, either any party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement. CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED 13.3 Dispute Resolution Procedures. (a) Mediation. In the event of any a dispute between the parties arising out of or relating to this Agreement, either the dispute will be referred to the chief executive officer or equivalent of each party or their respective designees for resolution. If the dispute remains unresolved within [***] ([***]) days from the date the referral as described above, any party may initiate mediation upon written notice to the other party ("Notice Date") pursuant to Section 15.1, Date"), whereupon both all parties shall be obligated to engage in a mediation proceeding. The mediation proceeding under the then current Center for Public Resources ("CPR") Model Procedure for Mediation of Business Disputes (http://www.cpradr.org), except that specific provisions of this Section 13 shall commence within [**] override inconsistent provisions of the CPR Model Procedure. The mediator will be selected from the CPR Panels of Neutrals. If the parties cannot agree upon the selection of a mediator within fifteen (15) business days after the Notice Date. Date, then upon the request of any party, the CPR shall appoint the mediator. The parties shall attempt to resolve the dispute through mediation shall be conducted by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more nominees for mediator in its notice. The other party may accept one until the first of the nominees following occurs: (i) the parties reach a written settlement; (ii) the mediator notifies the parties in writing that they have reached an impasse; (iii) the parties agree in writing that they have reached an impasse; or may designate its own nominees by notice addressed to the American Arbitration Association (AAA) and copied to the requesting party. If within, [**] following the request for mediation, (iv) the parties have not selected reached a mutually acceptable mediator, a mediator shall be appointed by settlement within sixty (60) days after the AAA according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party shall be responsible for its own counsel fees and expenses. Notice Date. (b) Trial Without Jury. If the parties fail to resolve the dispute is not resolved by mediation within [**] after commencement of through mediation, or if no party elects to initiate mediation, each party shall have the right to pursue any other remedies legally available to resolve the dispute, provided, however, that the parties expressly waive any right to a jury trial in any legal proceeding under this Article. Section 13. 13.4 Performance to Continue. Each party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that a party may suspend performance of its undisputed obligations during any period in which the other party fails or refuses to perform its undisputed obligations. Nothing in this Article Section 13 is intended to relieve COMPANY from its obligation to make undisputed payments pursuant to Articles Sections 4 and 6. of this Agreement. 28 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED 13.5 Statute of Limitations. The parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, (such as estoppel and laches) shall be tolled while the procedures set forth in Sections Section 13.3(a) are pending. The parties shall cooperate in taking any actions necessary to achieve this result. View More
Dispute Resolution. 13.1 Mandatory Procedures. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. and that such procedures constitute legally binding obligations that are an essential... provision of this Agreement. If either party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party may bring an action for specific performance of these procedures in any court of competent jurisdiction. 13.2 Equitable Remedies. Although the procedures specified in this Article are the sole and exclusive procedures for the resolution of disputes arising out of or relating to this Agreement, either party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement. 13.3 Dispute Resolution Procedures. (a) Mediation. In the event of any dispute arising out of or relating to this Agreement, either party may initiate mediation upon written notice to the other party ("Notice Date") (‘‘NOTICE DATE") pursuant to Section 15.1, whereupon both parties shall be obligated to engage in a mediation proceeding. The mediation shall commence within [**] [********] of the Notice Date. NOTICE DATE. The mediation shall be conducted by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more [********] nominees for mediator in its notice. The other party may accept one of the nominees or may designate its own nominees by notice addressed to the American Arbitration Association (AAA) ("AAA'') and copied to the requesting party. If within, [**] [********] following the request for mediation, the parties have not selected a mutually acceptable mediator, a mediator shall be appointed by the AAA according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party shall be responsible for its own counsel fees and expenses. [********]. (b) Trial Without Jury. If the dispute is not resolved by mediation within [**] [********] days after commencement of mediation, each party shall have the right to pursue any other remedies legally available to resolve the dispute, provided, however, that the parties expressly waive any right to a jury trial in any legal proceeding under this Article. 13.4 Performance to Continue. Each party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that a party may suspend performance of its [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. undisputed obligations during any period in which the other party fails or refuses to perform its undisputed obligations. Nothing in this Article is intended to relieve COMPANY from its obligation to make undisputed payments pursuant to Articles 4 and 6 of this Agreement. 28 Agreement 13.5 Statute of Limitations. The parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, estoppel and laches) shall be tolled while the procedures set forth in Sections 13.3(a) are pending. The parties shall cooperate in taking any actions necessary to achieve this result. 13.6 HHMI Not Subject To Dispute Resolution. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolution procedures set forth in this Article 13 above. View More
Dispute Resolution. 13.1 Mandatory Procedures. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, Section 13, and that such procedures constitute legally binding obligations that are an essential provision of this Agreement. If either any party fails to observe the procedures of this Article, Section 13, as may be modified by their written agreement, the other party parties may bring an action for specific pe...rformance of these procedures in any court of competent jurisdiction. 28 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED 13.2 Equitable Remedies. Although the procedures specified in this Article Section 13 are the sole and exclusive procedures for the resolution of disputes arising out of or relating to this Agreement, either any party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement. 13.3 Dispute Resolution Procedures. (a) Mediation. In the event of any a dispute between the parties arising out of or relating to this Agreement, either the dispute will be referred to the chief executive officer or equivalent of each party or their respective designees for resolution. If the dispute remains unresolved within [***] from the date the referral as described above, any party may initiate mediation upon written notice to the other party ("Notice Date") pursuant to Section 15.1, Date"), whereupon both all parties shall be obligated to engage in a mediation proceeding. The mediation proceeding under the then current Center for Public Resources ("CPR") Model Procedure for Mediation of Business Disputes (http://www.cpradr.org), except that specific provisions of this Section 13 shall commence within [**] override inconsistent provisions of the CPR Model Procedure. The mediator will be selected from the CPR Panels of Neutrals. If the parties cannot agree upon the selection of a mediator within fifteen (15) business days after the Notice Date. Date, then upon the request of any party, the CPR shall appoint the mediator. The parties shall attempt to resolve the dispute through mediation shall be conducted by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more nominees for mediator in its notice. The other party may accept one until the first of the nominees following occurs: (i) the parties reach a written settlement; (ii) the mediator notifies the parties in writing that they have reached an impasse; (iii) the parties agree in writing that they have reached an impasse; or may designate its own nominees by notice addressed to the American Arbitration Association (AAA) and copied to the requesting party. If within, [**] following the request for mediation, (iv) the parties have not selected reached a mutually acceptable mediator, a mediator shall be appointed by settlement within sixty (60) days after the AAA according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party shall be responsible for its own counsel fees and expenses. Notice Date. (b) Trial Without Jury. If the parties fail to resolve the dispute is not resolved by mediation within [**] after commencement of through mediation, or if no party elects to initiate mediation, each party shall have the right to pursue any other remedies legally available to resolve the dispute, provided, however, that the parties expressly waive any right to a jury trial in any legal proceeding under this Article. Section 13. 29 CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED 13.4 Performance to Continue. Each party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that a party may suspend performance of its undisputed obligations during any period in which the other party fails or refuses to perform its undisputed obligations. Nothing in this Article Section 13 is intended to relieve COMPANY from its obligation to make undisputed payments pursuant to Articles Sections 4 and 6. of this Agreement. 28 13.5 Statute of Limitations. The parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, (such as estoppel and laches) shall be tolled while the procedures set forth in Sections Section 13.3(a) are pending. The parties shall cooperate in taking any actions necessary to achieve this result. View More
Dispute Resolution. 13.1 14.1 Mandatory Procedures. The parties Parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, Section, and that such procedures constitute legally binding obligations that are an essential provision of this Agreement. If either party Party fails to observe the procedures of this Article, Section, as may be modified by their written agreement, the other party Party may bring an action for spec...ific performance of these procedures in any court of competent jurisdiction. 13.2 14.2 Equitable Remedies. Although the procedures specified in this Article Section are the sole and exclusive procedures for the resolution of disputes arising out of or relating to this Agreement, either party Party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement. 13.3 20 of 27 14.3 Dispute Resolution Procedures. (a) Mediation. In the event of any dispute arising out of or relating to this Agreement, Agreement remains unresolved within sixty (60) days from the date the affected Party informed the other Party of such dispute, either party Party may initiate mediation upon written notice to the other party Party ("Notice Date") pursuant to Section 15.1, Date"), whereupon both parties Parties shall be obligated to engage in a mediation proceeding. proceeding under the then current Center for Public Resources ("CPR") Model Procedure for Mediation of Business Disputes (http://www.cpradr.org), except that specific provisions of this Section shall override inconsistent provisions of the CPR Model Procedure. The mediator will be selected from the CPR Panels of Distinguished Neutrals. If the Parties cannot agree upon the selection of a mediator within fifteen (15) business days after the Notice Date, then upon the request of either Party, the CPR shall appoint the mediator. The Parties shall attempt to resolve the dispute through mediation shall commence until the first of the following occurs: (i) the Parties reach a written settlement; (ii) the mediator notifies the Parties in writing that they have reached an impasse; (iii) the Parties agree in writing that they have reached an impasse; or (iv) the Parties have not reached a settlement within [**] of sixty (60) days after the Notice Date. The mediation shall be conducted Parties agree that any dispute resolution that occurs in conjunction with this Section will occur exclusively in Springfield, Massachusetts, U.S.A., unless otherwise agreed to by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more nominees for mediator in its notice. The other party may accept one of the nominees or may designate its own nominees by notice addressed to the American Arbitration Association (AAA) and copied to the requesting party. If within, [**] following the request for mediation, the parties have not selected a mutually acceptable mediator, a mediator shall be appointed by the AAA according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party shall be responsible for its own counsel fees and expenses. (b) Trial Without Jury. If the dispute is not resolved by mediation within [**] after commencement of mediation, each party shall have the right to pursue any other remedies legally available to resolve the dispute, provided, however, that the parties expressly waive any right to a jury trial in any legal proceeding under this Article. 13.4 both Parties. 14.4 Performance to Continue. Each party Party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that a party Party may suspend performance of its undisputed obligations during any period in which the other party Party fails or refuses to perform its undisputed obligations. Nothing in this Article Section is intended to relieve COMPANY Viking from its obligation to make undisputed payments pursuant to Articles 4 and 6 Section 3 of this Agreement. 28 13.5 14.5 Statute of Limitations. The parties Parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, (such as estoppel and laches) shall be tolled while the procedures set forth in Sections 13.3(a) 14.3(a) are pending. The parties Parties shall cooperate in taking any actions necessary to achieve this result. View More
Dispute Resolution. 13.1 Mandatory Procedures. The parties Parties agree that any dispute arising out of or relating to this Agreement shall be resolved solely by means of the procedures set forth in this Article, and that such procedures constitute legally binding obligations that are an essential provision of this Agreement. If either party any Party fails to observe the procedures of this Article, as may be modified by their written agreement, the other party Parties may bring an action for specific performance ...of these procedures in any court of competent jurisdiction. 13.2 Equitable Remedies. Although the procedures specified in this Article are the sole and exclusive procedures for the resolution of disputes arising out of or relating to this Agreement, either party any Party may seek a preliminary injunction or other provisional equitable relief if, in its reasonable judgment, such action is necessary to avoid irreparable harm to itself or to preserve its rights under this Agreement. 13.3 Dispute Resolution Procedures. (a) Mediation. In the event of any dispute arising out of or relating to this Agreement, either party Agreement remains unresolved within [***] days from the date the affected Party informed the other Parties of such dispute, any Party may initiate mediation upon written notice to the other party Party ("Notice Date") pursuant to Section 15.1, Date"), whereupon both parties all Parties shall be obligated to engage in a mediation proceeding. proceeding under the then current Center for Public Resources ("CPR") Model Procedure for Mediation of Business Disputes (http://www.cpradr.org), except that specific provisions of this Article shall override inconsistent provisions of the CPR Model Procedure. The mediator will be selected from the CPR Panels of Neutrals. If the Parties cannot agree upon the selection of a mediator within [***] days after the Notice Date, then upon the request of any Party, the CPR shall appoint the mediator. The Parties shall attempt to resolve the dispute through mediation shall commence until the first of the following occurs: 34 (i) the Parties reach a written settlement; (ii) the mediator notifies the Parties in writing that they have reached an impasse; (iii) the Parties agree in writing that they have reached an impasse; or (iv) the Parties have not reached a settlement within [**] of ninety (90) days after the Notice Date. The mediation shall be conducted by a single mediator in Boston, Massachusetts. The party requesting mediation shall designate two (2) or more nominees for mediator in its notice. The other party may accept one of the nominees or may designate its own nominees by notice addressed to the American Arbitration Association (AAA) and copied to the requesting party. If within, [**] following the request for mediation, the parties have not selected a mutually acceptable mediator, a mediator shall be appointed by the AAA according to the Commercial Mediation Rules. The mediator shall attempt to facilitate a negotiated settlement of the dispute, but shall have no authority to impose any settlement terms on the parties. The expenses of the mediation shall be borne equally by the parties, but each party shall be responsible for its own counsel fees and expenses. (b) Trial Without Jury. If the Parties fail to resolve the dispute is not resolved by mediation within [**] after commencement of through mediation, or if no Party elects to initiate mediation, each party Party shall have the right to pursue any other remedies legally available to resolve the dispute, provided, however, that the parties Parties expressly waive any right to a jury trial in any legal proceeding under this Article. 13.4 Performance to Continue. Each party Party shall continue to perform its undisputed obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement; provided, however, that a party Party may suspend performance of its undisputed obligations during any period in which the any other party Party fails or refuses to perform its undisputed obligations. Nothing in this Article is intended to relieve COMPANY from its obligation to make undisputed payments pursuant to Articles 4 and 6 of this Agreement. 28 13.5 Statute of Limitations. The parties Parties agree that all applicable statutes of limitation and time-based defenses (including, but not limited to, (such as estoppel and laches) shall be tolled while the procedures set forth in Sections Section 13.3(a) are pending. The parties Parties shall cooperate in taking any actions necessary to achieve this result. 13.6 HHMI. Notwithstanding the foregoing, no dispute affecting the rights or property of HHMI shall be subject to the dispute resolution provisions set forth in this Section 13 above. View More
