Common use of Arbitration of Disputes Clause in Contracts

Arbitration of Disputes. All disputes governing the interpretation or enforcement of this Agreement shall be resolved exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.

Appears in 7 contracts

Samples: Control Agreement (Prime Hospitality Corp), Control Agreement (Prime Hospitality Corp), Control Agreement (Prime Hospitality Corp)

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Arbitration of Disputes. All disputes governing If any dispute shall arise between the interpretation or enforcement of Employee and the Company in connection with this Agreement Agreement, and such dispute cannot be resolved amicably by the parties, the same shall be conclusively and finally resolved exclusively by binding arbitration. Any party hereto may commence an arbitration in proceeding by providing written notice to the manner set forth in this Section 5other party requesting the arbitration of an unresolved dispute. Each such dispute, if any, shall be submitted to an arbitrator acceptable to both parties. If either the Employee or the Company may submit refuses or neglects to arbitration any claim under this Agreement as follows: At any time following agree to appoint an arbitrator within thirty (30) days after receipt of written notice from the termination of Employee's employment with other party requesting the Companyother party to do so, the claim American Arbitration Association may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filedappoint such arbitrator. The arbitrator must shall be a member experienced in the subject matter of the National Academy dispute. Except as otherwise specifically set forth herein, the arbitrators shall conduct the arbitration in accordance with the Commercial Arbitration Rules of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To The decision in writing of the extent not inconsistent arbitrator, when filed with the rules set forth in this Section 5parties hereto, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the on both parties. Judgment may be entered on upon the arbitrator's award final decision of the arbitrator in any appropriate court as soon as possible after its rendition without further notice having jurisdiction. Such arbitration shall take place in New York, New York. Notwithstanding anything to the Company. The contrary contained in this Section 16, nothing shall prohibit the Company shall promptly reimburse or Employee for from pursuing all legal and equitable remedies available to the reasonable legal 10 11 fees and expenses incurred by Company or Employee in connection order to enforce the provisions of Sections 9, 10 and 11 of this Agreement. To the extent that any court action is permitted consistent with enforcement or to enforce this Agreement, the parties hereby consent to the jurisdiction of Employee's rights hereunder the federal or the determination of Employee's rights state courts sitting in any arbitration proceedingstate where the Company maintains an office. Accordingly, with respect to any such court action, all of the parties hereto (a) submit to the personal jurisdiction of such courts, (b) consent to service of process and (c) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

Appears in 4 contracts

Samples: Employment Agreement (Warren Resources Inc), Employment Agreement (Warren Resources Inc), Employment Agreement (Warren Resources Inc)

Arbitration of Disputes. All disputes governing The parties hereto mutually consent to the interpretation resolution by arbitration of all claims and controversies arising out of or enforcement of relating to this Agreement. Any dispute or controversy arising under or in connection with this Agreement shall be resolved settled exclusively by arbitration in the manner set forth in this Section 516. Employee or If the Company and the Executive disagrees on any matter arising under or in connection with this Agreement, either party shall have the right to deliver to the other party a written request (a "Consent Request") that the other party consent to the position of the requesting party with respect to the matter in question. The parties shall negotiate in good faith to resolve the matters set forth in the Consent Request. If the parties are unable to agree on a matter set forth in a Consent Request within thirty (30) days following delivery thereof, then the parties shall elect one arbitrator, who shall be knowledgeable in the high technology industry. If the parties fail to agree upon an arbitrator within thirty (30) days either party may request the Office of the president of the American Arbitrator Association to do so. Each party shall then submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed its or his position in writing with an to the arbitrator within thirty (30) days of Employeethe arbitrator's choice orselection. After receiving the written positions of the parties, and after a hearing, if the claim is filed by the Company, reasonably acceptable arbitrators deem a hearing to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreementnecessary, the arbitrator shall order and must select the Company to pay to Employee, position offered by one of the parties. Such arbitration procedure shall be commenced immediately upon selection of the arbitrator and shall be completed within twenty-four hours after the decision is rendered, the amount due hereunderninety (90) days. The award decision of the arbitrator shall be final and binding upon on the parties. Notwithstanding any other provision of this Agreement, if any termination of this Agreement becomes subject to arbitration, the Company shall not be required to pay any amounts to the Executive (except those amounts required by law) until completion of the arbitration and the rendering of the arbitrator's decision. The amounts, if any, determined by the arbitrator to be owed by the Company to the Executive shall be paid within the five (5) days after the decision by the arbitrator is rendered. All matters approved pursuant to this Section 16 shall be deemed conclusively to have been approved or agreed upon by the parties for all purposes of the Agreement. Judgment may be entered on the arbitratorArbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Companyhaving jurisdiction. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees costs and expenses incurred by Employee of such arbitration shall be borne in connection accordance with enforcement of Employee's rights hereunder or the determination of Employee's rights the arbitrator. All benefits including salary and other compensation will be in any full effect during the duration of the arbitration proceedingif the disagreement occurs during the term of this contract. Failure on behalf of the Company to continue compensation will result in an automatic breach of this agreement and all compensation earn and unearned will become immediately due to the employee.

Appears in 3 contracts

Samples: Employment Agreement (ERF Wireless, Inc.), Employment Agreement (ERF Wireless, Inc.), Employment Agreement (Fleetclean Systems Inc)

Arbitration of Disputes. All disputes governing If the interpretation Seller Representative and the Buyer are unable to resolve all Disputed Items within 20 Business Days after delivery of the Buyer Response Notice (or enforcement of this Agreement such longer period as may be mutually agreed by the Buyer and the Seller Representative), then all unresolved Disputed Items shall be submitted to the Arbitration Firm, which shall be jointly engaged by the Buyer and the Seller Representative, to promptly review the applicable Earn-Out Statement and resolve the Disputed Items. The Buyer and the Seller Representative will request that the Arbitration Firm render its determination within 60 days following submission to it of such Disputed Items. The scope of the disputes to be resolved exclusively by arbitration in the manner set forth in this Section 5Arbitration Firm is limited to the Disputed Items. Employee or In resolving any Disputed Item, the Company may submit to arbitration any claim under this Agreement as follows: At any time following Arbitration Firm (i) will determine the termination resolution of Employee's employment with the Disputed Items for purposes of establishing the Company, ’s EBITDA for the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employeecorresponding Earn-Out Period, and thereafter the Companyresulting Earn-Out Payment for such Earn-Out Period, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted each in accordance with the National Rules provisions of this Schedule, including the definitions, calculations and accounting rules set forth herein, (ii) may not assign a value to any item greater than the greatest value claimed for such item by either the Buyer or the Seller Representative or less than the smallest value claimed for such item by either the Buyer of the American Seller Representative, and (iii) will base its determination solely on written materials submitted by the Buyer and the Seller Representative (and not on any independent review). Furthermore, the Parties acknowledge and agree that the Arbitration Association for Firm shall have the Resolution sole and exclusive authority to resolve the Disputed Items even if the resolution of Employment Disputes effective June 1, 1996legal issues is required to resolve the Disputed Items. The arbitration hearing Parties further agree that the Arbitration Firm shall be held within ten (10) business days after also have the receipt sole authority to determine whether any such legal issues exist and, to the extent they do, to retain and consult with legal counsel of notice Arbitration Firm’s choosing with respect to legal conclusions or judgments arising from the Disputed Items, provided that the Parties agree that such legal counsel shall not have any material commercial or professional relationship with any of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretionParties. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award costs of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred of the Arbitration Firm will be borne in equal parts by Employee in connection with enforcement the Buyer, on the one hand, and the Sellers, on the other hand. All determinations made by the Arbitration Firm will be final, conclusive and binding on the Parties, absent fraud or manifest error on the part of Employee's rights hereunder the Arbitration Firm, upon which the Arbitration Firm will deliver to the Buyer and the Seller Representative a revised Earn-Out Statement setting forth the updated calculation of Company’s EBITDA for the applicable Earn-Out Period and the applicable Earn-Out Payment, as modified by the Arbitration Firm’s final determinations, which will be deemed final, non-appealable and binding among the parties hereto for all purposes of this Schedule, and upon which a judgment may be rendered by a court of competent jurisdiction, and will not be subject to further appeal or the determination of Employee's rights in any arbitration proceedingreview.

Appears in 2 contracts

Samples: Share Purchase Agreement (Entravision Communications Corp), Share Purchase Agreement (Entravision Communications Corp)

Arbitration of Disputes. All The parties agree that arbitration is the required and exclusive forum for the resolution of all disputes governing between them in any way related to this Agreement or Executive’s employment and separation from employment from Employer, including but not limited to, any statutory or common law claims alleging unpaid compensation, unpaid wages or overtime pay, discrimination, harassment, retaliation, breach of express or implied contract, defamation and/or negligence. Specifically excluded from this agreement are workers' compensation and unemployment compensation benefits, or claims under an executive benefit plan that specifies its claims procedure shall culminate in different arbitration procedures. Any party seeking to pursue a claim shall do so by sending written notice to Employer at 5151 Corxxxxxx Xxxxx, x/x Xxtrick XxXxxxx, Xxxx, MI 00000 xx xx Xxecutive at Executive's last home address on record with Employer. Within five days thereafter, the interpretation party seeking arbitration will submit the claim to the American Arbitration Association (AAA), The arbitration will be in accordance with the national employment rules of the AAA, except that in no event may the AAA unilaterally select an arbitrator without the written consent of both Executive and Employer. The parties may agree to a private arbitrator mutually selected by the parties, in which case the AAA employment rules will apply to the conduct of the hearing. Any arbitration proceeding will be governed by the Federal Arbitration Act. Claims against officers, directors and other executives or enforcement agents of Employer are included in this agreement to arbitrate. Employer will pay Executive's portion of the AAA filing fee in an amount up to $250.00 (or the then current filing fee if it exceeds $250.00) as well as the fees and costs of the arbitrator and any AAA administrative costs. Any arbitration hearing will be conducted in the city or region closest to Executive’s residence, unless the parties mutually agree to conduct the hearing in another location. An arbitrator's award must be in writing, with specific findings of fact, and will be enforceable by judgment entered upon the award in any court having jurisdiction. In reaching any decision, the arbitrator will interpret and be bound by this Agreement (and cannot add or disregard any provision of this Agreement) as well as applicable federal, state or local law. Any arbitration will provide each party with all substantive rights and remedies provided under any applicable federal or state law related to such claim, including but not limited to, any legal or equitable remedy available in a court of competent jurisdiction such as money damages and legal fees. In the event of a conflict between this Agreement and any policy, rule or practice of the Employer or the AAA, the Arbitrator is bound by the terms of this Agreement. Nothing in this agreement to arbitrate precludes Employer or executive from seeking temporary or permanent injunctive or declaratory relief from a court of competent jurisdiction relative to any alleged breach of an applicable non-compete or trade secret agreement between the parties. Neither party shall be resolved exclusively entitled to: (i) join or consolidate claims in arbitration by arbitration or against other Executives, (ii) arbitrate any claim against the other party as a representative or member of a class or collective action, or (iii) arbitrate any claim in a private attorney general capacity. THE PARTIES HAVE FULLY CONSIDERED THIS AGREEMENT AND GENERAL RELEASE FREELY AND KNOWINGLY ENTER INTO THIS AGREEMENT AND GENERAL RELEASE. WITNESS EXECUTIVE ________________________________________ ________________________________________ Date: _____________________________ Date: _____________________ FLAGSTAR BANK By:______________________________ Its:______________________________ Exhibit B NON-COMPETITION, NON-SOLICTATION AND CONFIDENTIAL INFORMATION AGREEMENT This Non-Competition, Non-Solicitation and Confidential Information Agreement ("Agreement") is between Flagstar Bancorp, Inc., a Michigan corporation (the manner set forth in this Section 5. Employee or “Company”), Flagstar Bank, FSB, a federally chartered savings bank and wholly-owned subsidiary of the Company may submit to arbitration any claim under (the “Bank” and, together with the Company, “Flagstar”) and Alessandxx XxXxxxx (xxx “Xxecutive”), and is effective as of the time the Executive executes this Agreement as follows: At any time following the termination Agreement. In consideration of Employee's employment with the Company, and the claim may compensation and benefits to be filed in writing with an arbitrator of Employee's choice or, if the claim is filed provided to Employee by the Company, reasonably acceptable to Employee, Employee hereby acknowledges and thereafter the Company, or Employee, agrees as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.follows:

Appears in 2 contracts

Samples: Employment Agreement (Flagstar Bancorp Inc), Employment Agreement (Flagstar Bancorp Inc)

Arbitration of Disputes. All disputes governing Lessee agrees that at Lessor's option, any dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement, its interpretation, application, or the interpretation rights, duties or enforcement liabilities hereunder of this Agreement shall either party, or any breach or alleged breach hereof, which the Lessee and Lessor are unable to resolve between themselves, shall, upon the written request of any party involved, be resolved exclusively by submitted to, and settled by, binding arbitration in the manner set forth in this Section 5. Employee city where Premises is located or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed agreed by the Companyparties, reasonably acceptable pursuant to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth then in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules effect of the American Arbitration Association (or at any other place or under any other form of arbitration mutually acceptable to the parties so involved). An arbitrator shall be selected by mutual agreement of the disagreeing parties, or, such mutual agreement not having been reached fifteen (15) days after the written request for arbitration by any party, then each party will appoint one arbitrator, and the two appointed arbitrators will select a third. In the event of the failure of either party to appoint an arbitrator with the fifteen (15) day time period, then the party seeking arbitration may cause an appointment to be made on behalf of said party not having designated an arbitrator by the current Presiding Judge of the Superior Court of the State of Washington for the Resolution of Employment Disputes effective June 1county in which the Premises is located. If a single arbitrator is mutually appointed by the parties, 1996. The arbitration hearing shall and if either party disagrees with the arbitrator's conclusions and decisions, then such disagreeing party may demand that a new panel will be held appointed within ten (10) business days after to arbitrate the receipt dispute de novo. The method of notice appointment shall be as provided above. The party requesting the new arbitration shall bear the expense of costs and attorney fees incurred by both parties in the de novo proceedings, except that the panel shall have the discretion to award reasonable costs and reasonable attorney fees to either party based on the outcome of the claim de novo proceedings. Any award rendered shall be final, binding and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. Except in the case of a de novo arbitration as above provided, the expenses of the arbitration shall be borne equally by the Company. No continuance of parties to the hearing shall be allowed without the mutual consent of Employee arbitration, and the Company. Absence from or non-participation at the hearing by either each party shall not prevent pay for and bear the issuance cost of an award. Hearing procedures which will expedite its own experts, evidence and counsel's fees, except that in the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award discretion of the arbitrator shall be final any award may include the cost of a nondefaulting party's counsel and binding upon costs if the partiesarbitrator expressly determines that the party against whom such award is entered has caused the dispute, controversy or claim, or if a claim is submitted to arbitration as a dilatory tactic. Judgment Costs and attorneys' fees related to all proceedings may be entered on awarded by the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee prevailing party if for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder any reason litigation or the determination of Employee's rights in any arbitration proceedingappeal ensues.

Appears in 1 contract

Samples: Lynnwood Corporate Center Office Space Lease (Chicago Pizza & Brewery Inc)

Arbitration of Disputes. All The Company and I agree to resolve any disputes governing we may have with each other through final and binding arbitration consistent with applicable law. For example, I am agreeing to arbitrate any dispute about the interpretation or enforcement validity of this Agreement Release or any discrimination claim. I also agree to resolve through final and binding arbitration any disputes I have with any other Released Party who elects to arbitrate those disputes under this subsection. Arbitration shall be resolved exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued conducted by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted Association in accordance with its employment dispute resolution rules, which can be found at xxx.xxx.xxx/xxxxxxxxxx, and consistent with state law. A neutral arbitrator will preside over the National Rules arbitration and issue a written decision subject to limited judicial review. All remedies available under law will be available in the Arbitration. The Arbitration proceedings will allow for adequate discovery. Commencement of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996will be at a minimal cost to me. This agreement to arbitrate does not apply to government agency proceedings. The arbitration hearing will be conducted privately, and its resolution shall be held within ten remain confidential. By agreeing to this Release, I understand that I am waiving my right to a jury trial. YOU MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS RELEASE. BEFORE SIGNING IT, TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. IF YOU CHOOSE, DISCUSS IT WITH YOUR ATTORNEY (10) business days after AT YOUR EXPENSE). YOU HAVE NO LESS THAN 21 DAYS TO CONSIDER AND SIGN THIS RELEASE. ONCE YOU SIGN IT, YOU WILL HAVE AN ADDITIONAL 7 DAYS TO REVOKE IT. IF YOU CHOOSE TO REVOKE IT, YOU MUST DELIVER A WRITTEN NOTICE OF REVOCATION DURING THE SEVEN DAY PERIOD AFTER SIGNING THIS RELEASE TO XXXXX XXXX AT 000 X XXXXXX, XXXXX 000, XXX XXXXX, XX 00000. IF YOU DO NOT SIGN THIS RELEASE AND RETURN IT TO THE COMPANY BY THE 22ND DAY AFTER RECEIVING IT, THIS RELEASE WILL AUTOMATICALLY EXPIRE. BY SIGNING THIS RELEASE, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS. Executed in the receipt State of notice of the claim by the CompanyCalifornia on June 29, 2021. No continuance of the hearing shall be allowed without the mutual consent of /s/ Xxxxxxx X. Xxxxxxx Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement– Xxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxx, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.Chief Legal Officer

Appears in 1 contract

Samples: Agreement and General (Mitek Systems Inc)

Arbitration of Disputes. All disputes governing Subject to the interpretation rights of the parties to seek injunctive relief as described herein, any controversy or enforcement claim arising out of, or relating to, any provision of this Agreement shall be resolved exclusively settled by binding arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment accordance with the Companylaws of the Commonwealth of Massachusetts by three arbitrators, the claim may one of whom shall be filed in writing with an arbitrator of Employee's choice or, if the claim is filed appointed by the Company, reasonably acceptable to Employeeone of whom shall be appointed by you, and thereafter the Company, or Employee, as applicable, third arbitrator who shall be notified in writing appointed by the first two arbitrators. If the first two arbitrators cannot agree on the appointment of a third arbitrator, then the claim and furnished with a true copy as so filed. The third arbitrator must shall be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued appointed by the American Arbitration AssociationAssociation in the City of Boston. To the extent not inconsistent with the rules set forth in this Section 5, the Such arbitration proceeding shall insofar as practicable be conducted in the City of Boston in accordance with the National Rules rules of the American Arbitration Association for Association, except with respect to the Resolution selection of Employment Disputes effective June 1arbitrators, 1996. The arbitration hearing which shall be held within ten (10) business days after as provided in this Section. Judgment on the receipt of notice of the claim award rendered by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment arbitrators may be entered on the arbitrator's award in any appropriate court as soon as possible after having jurisdiction thereof and shall not be appealable. The prevailing party in such arbitration proceeding shall be entitled to reimbursement by the other party of all reasonable legal fees and other costs incurred by the prevailing party in connection with such proceeding, including any legal fees and costs incurred in connection with the enforcement of any award. [THIS SPACE INTENTIONALLY LEFT BLANK] If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement, whereupon this Agreement shall become binding in accordance with its rendition without further notice terms. Please then return this Agreement to the Company. The Company shall promptly reimburse Employee (You may retain for your records the reasonable legal 10 11 fees accompanying counterpart of this Agreement enclosed herewith). Very truly yours, APPLIED SCIENCE AND TECHNOLOGY, INC. By: ------------------------------------ Richard S. Post, Ph.D., President Accepted and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.Agreed: --------------------------------------- Donald K. Smith, Ph.D. EXHIBIT A EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF DONALD K. SMITH, Ph.D.

Appears in 1 contract

Samples: Employee Agreement (Applied Science & Technology Inc)

Arbitration of Disputes. All disputes governing (a) If a dispute or disagreement arising out of, or relating to, the interpretation formation, interpretation, performance or enforcement breach of this Agreement exists between the Parties hereto (a “Dispute”), then any Party to the Dispute shall first submit the reasons for its position, in writing, to the other Party, and such other Party shall be resolved exclusively required to within seven (7) days to submit the reasons for its position, in writing, to the first Party and to then enter into good faith negotiations to attempt to resolve the Dispute. If the Dispute cannot be settled by arbitration in good faith negotiation between the manner set forth in this Section 5. Employee or Parties within thirty (30) days after the Company last written submission is due, then any Party to the Dispute may submit the Dispute to binding arbitration. Any such arbitration any claim under this Agreement as follows: At any time following the termination shall be conducted by a panel of Employee's employment three arbitrators in accordance with the CompanyCommercial Arbitration Rules of the American Arbitration Association then in effect, except to the claim extent modified herein. Judgment on the award rendered may be filed entered in writing with an arbitrator any court having jurisdiction thereof. The arbitrators shall not be empowered to award punitive or exemplary damages. The Parties to the Dispute shall, within thirty (30) days of Employee's choice orreceipt of notice that the dispute has been submitted to arbitration, if the claim is filed appoint three arbitrators. If three arbitrators cannot be selected by the Companymutual consent of the Parties, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, said arbitrators shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued appointed by the American Arbitration Association. To Unless otherwise determined by the extent not inconsistent arbitrators, the Partners shall bear their respective costs incurred in connection with the rules set forth procedures described in this Section 520, except that the Parties involved in an arbitration shall share equally the fees and expenses of the arbitrator. The arbitrators shall be required to make a decision within sixty (60) days of the appointment of the arbitrators. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. Except for arbitration proceedings with respect to termination of this Agreement, during the continuance of any arbitration proceeding, the Parties shall continue to perform their respective obligations under this Agreement. Any such arbitration proceeding shall insofar as practicable be conducted take place in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1Charleston, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this AgreementWest Virginia, the arbitrator shall order the Company unless all Parties to pay such Dispute agree to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedinga different venue.

Appears in 1 contract

Samples: Management Agreement (Royal Energy Resources, Inc.)

Arbitration of Disputes. All disputes governing the interpretation or enforcement of this Agreement shall be resolved exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit The employment relationship for most InfoSpace, Inc. (“InfoSpace”) employees is terminable “at will,” meaning that they are free to arbitration any claim under this Agreement as follows: At resign at any time following for any reason and InfoSpace is also free to end the termination employment relationship at any time for any reason. Even so, disputes about employment and related claims sometimes arise. InfoSpace is committed to resolving any such disputes and claims efficiently and effectively, while preserving due process safeguards. This commitment includes use of Employee's binding arbitration as the means of final resolution of all such disputes and claims to the maximum extent permitted by state and federal law. By this agreement (“Agreement”), InfoSpace and its subsidiaries, affiliates, successors and assigns (together the “Company”) agree that they will arbitrate covered disputes and claims subject to the provisions contained herein. In consideration for my employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by compensation and benefits I receive based on that employment and the Company’s mutual agreement for arbitration, reasonably acceptable except as provided below, I, , hereby agree that any dispute and/or claim between the Company and me that underlies, relates to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent and/or results from my employment relationship with the rules set forth in this Section 5Company or the termination of that relationship and that cannot be otherwise resolved will be submitted to final, binding arbitration to the arbitration proceeding shall insofar as practicable be conducted maximum extent permitted by law in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1of the American Arbitration Association that are then in effect. (Copies of the current rules are available from the Human Resources department.) This Agreement also governs any claims that I may have against the Company’s officers, 1996directors, employees, agents and shareholders that underlie, relate to and/or result from my employment relationship or service with the Company or the termination of that relationship or service. The However, specifically excluded are claims for the following: (i) Any claims of any kind arising after the date of execution of the Release defined in my Employment Agreement with the Company; (ii) Any claims for libel, slander or defamation; (iii) Any claims arising solely by virtue of my status as a shareholder; or (iv) Any claims for indemnification pursuant to the Company bylaws or certificate of incorporation, or pursuant to applicable law. I understand that, pursuant to this Agreement, I forego and waive the right to take any covered dispute or claim to civil litigation in court. I understand that this Agreement governs any claim I have that underlies, relates to and/or results from my employment relationship with the Company or the termination of that relationship, including, but not limited to, claims of wrongful discharge, infliction of emotional distress, breach of contract, breach of any covenant of good faith and fair dealing, and claims of retaliation and/or discrimination in violation of any local, state or federal law. Examples of such laws include Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; RCW Chapter 49.60, and all amendments to each such Act as well as the regulations issued thereunder. This Agreement does not affect my right to pursue worker’s compensation or unemployment compensation benefits for which I may be eligible in accordance with state law, nor does it affect my right to file and/or to cooperate in the investigation of an administrative charge of discrimination. I understand that I may seek in arbitration hearing any remedy or award that would be available to me through civil litigation and the arbitrator has authority to grant any such remedy or award. I agree that such remedies include monetary damages but do not include reinstatement unless authorized by statute. I understand that either I or the Company may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this Agreement and without abridgement of the powers of the arbitrator. In any matter that is presented to an arbitrator under this Agreement, I agree that the location of the arbitration hearing(s) will be in King County, Washington, unless another location is mutually agreed upon. I enter into this Agreement freely and voluntarily in consideration for my employment with the Company, the compensation and benefits I receive based on that employment and the Company’s mutual agreement for arbitration. This Agreement sets forth the entire agreement of the parties with respect to the subject matter herein and any representations, promises, or conditions in connection therein not in writing and signed by both parties shall not be binding upon either party. If any provision of this Agreement is declared excessively broad, it shall be held within ten (10) business days after construed so as to afford the receipt Company the maximum protection permissible by law. If any provision of notice this Agreement is void or so declared, such provision shall be severed from this Agreement, which shall otherwise remain in full force and effect. Agreed to and accepted: Employee Date: Agreed to and accepted on behalf of the claim Company: By: Date: EXHIBIT C Release of Claims. This release of claims (“Release” or “Agreement”) is entered into by and between Xxxxx X. Xxxxxxx (“Employee”) and InfoSpace, Inc.(“Company”) this day of , 20 . In consideration of the severance benefits which are being given to him specifically in exchange for this release as a result of negotiations between himself and the Company which resulted in the Employment Agreement between himself and the Company dated December , 2003, and pursuant to the terms of such Employment Agreement, Employee, on behalf of himself, his marital community, and their heirs, successors and assigns, release and discharge the Company, and its predecessor organizations, their employee benefit plans and/or their current or former directors, officers, agents, employees and attorneys, any and each of their successors and assigns and predecessors (“Released Parties”), from any and all claims, charges, causes of action and damages (including attorneys’ fees and costs actually incurred), known and unknown (“Claims”), relating to Employee’s employment with the Company, or the termination of such employment, as well as any claims relating to equity grants, arising prior to the effective date of this Agreement. No continuance It is understood and agreed that this Release is not intended to and does not waive Employee’s rights: (a) to indemnification pursuant to any applicable provision of the hearing shall Company Bylaws or Certificate of Incorporation, or pursuant to applicable law; or (b) to vested benefits or payments specifically to be allowed provided to Employee under the Agreement or any Company employee benefit plans; or (c) respecting any claims which Employee may have solely by virtue of his status as a shareholder of the Company; or (d) respecting any claims by Employee for defamation, libel or slander; Subject to the preceding paragraph, this Release specifically includes, but is not limited to, rights and claims under the local, state or federal laws prohibiting discrimination in employment, including the Civil Rights Acts, The Americans with Disabilities Act, The Washington Law Against Discrimination, The Age Discrimination in Employment Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, as well as any other state or federal laws or common law contract, public policy or tort theories relating to employment, the termination of employment, or personal injury, including without limitation all claims for breach of contract, loss of consortium, infliction of emotional distress, additional compensation, back pay or benefits (other than as provided for in this Agreement). Employee understands and acknowledges the mutual consent significance of this Agreement and acknowledges that this Agreement is voluntary and has not been given as a result of any coercion. Employee acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Employee and the CompanyCompany agree that this waiver and release do not apply to any rights or claims that may arise under ADEA after the effective date of this Agreement. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds Employee acknowledges that the Company consideration given for this waiver and release Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he has breached been advised by this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.writing that

Appears in 1 contract

Samples: Employment Agreement (Infospace Inc)

Arbitration of Disputes. All disputes governing In the interpretation event that no agreement can be reached by the Stockholder Representative Committee and Parent as to the calculation of the Disputed Contingent Payment Amount within ninety (90) days after delivery of the Dispute Notice, then either party shall have the right to submit the Disputed Contingent Payment Amount to arbitration by the New York, New York office of one (1) of the following entities or enforcement their respective successors, so long as such entity or its successors is not the principal regularly-engaged outside accountant to Parent or the Company: Deloitte & Touche LLP, KPMG LLP, Ernst & Young LLP and PricewaterhouseCoopers LLP (collectively, the “Accountants”); provided, however, that the engagement and charge of the Accountants shall be limited to determining the Worldwide Net Sales of any identified product or products for the Contingent Payment Year used to calculate the Disputed Contingent Payment Amount, and, that the Accountants shall not be entitled to determine whether any products sold by Parent are Contingent Payment Products for purposes of this Agreement. The Stockholder Representative Committee and Parent shall jointly select which of the Accountants will perform the calculation within thirty (30) days after the Stockholder Representative Committee and Parent determine that they are unable to settle the amount independently. The partner selected from one of the Accountants in accordance with this Agreement to be responsible for the determination of the Disputed Contingent Payment Amount, who shall be resolved exclusively mutually agreeable to Parent and the Stockholder Representative Committee, shall be referred to herein as the “Appraiser.” The Appraiser shall determine the Disputed Contingent Payment Amount based on the final Worldwide Net Sales for the Contingent Payment Year subject to the Dispute Notice within ninety (90) days after the date of such Appraiser’s engagement. The fees and expenses of the Appraiser shall be paid by arbitration the Stockholder Representative Committee; provided, that if the final Sales Contingent Payment Amount determined after calculation of the amount of Worldwide Net Sales by the Appraiser in any examination conducted pursuant to this Section 1.9(e) is more than $250,000 greater than the manner Sales Contingent Payment Amount set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following relevant Contingent Payment Certificate, Parent shall pay the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedingAppraiser.

Appears in 1 contract

Samples: Agreement and Plan of Merger (REVA Medical, Inc.)

Arbitration of Disputes. All disputes governing The parties hereto mutually consent to the interpretation resolution by arbitration of all claims and controversies arising out of or enforcement of relating to this Agreement. Any dispute or controversy arising under or in connection with this Agreement shall be resolved settled exclusively by arbitration in the manner set forth in this Section 516. Employee or If the Company and the Executive disagrees on any matter arising under or in connection with this Agreement, either party shall have the right to deliver to the other party a written request (a "Consent Request") that the other party consent to the position of the requesting party with respect to the matter in question. The parties shall negotiate in good faith to resolve the matters set forth in the Consent Request. If the parties are unable to agree on a matter set forth in a Consent Request within thirty (30) days following delivery thereof: then the parties shall elect one arbitrator, who shall be knowledgeable in the high technology industry. If the parties fail to agree upon an arbitrator within thirty (30) days either party may request the Office of the president of the American Arbitrator Association to do so. Each party shall then submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed its or his position in writing with an to the arbitrator within thirty (30) days of Employeethe arbitrator's choice orselection. After receiving the written positions of the parties, and after a hearing, if the claim is filed by the Company, reasonably acceptable arbitrators deem a hearing to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreementnecessary, the arbitrator shall order and must select the Company to pay to Employee, position offered by one of the parties. Such arbitration procedure shall be commenced immediately upon selection of the arbitrator and shall be completed within twenty-four hours after the decision is rendered, the amount due hereunderninety (90) days. The award decision of the arbitrator shall be final and binding upon on the parties. Notwithstanding any other provision of this Agreement, if any termination of this Agreement becomes subject to arbitration, the Company shall not be required to pay any amounts to the Executive (except those amounts required by law) until completion of the arbitration and the rendering of the arbitrator's decision. The amounts, if any, determined by the arbitrator to be owed by the Company to the Executive shall be paid within the five (5) days after the decision by the arbitrator is rendered. All matters approved pursuant to this Section 16 shall be deemed conclusively to have been approved or agreed upon by the parties for all purposes of the Agreement. Judgment may be entered on the arbitratorArbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Companyhaving jurisdiction. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees costs and expenses incurred by Employee of such arbitration shall be borne in connection accordance with enforcement of Employee's rights hereunder or the determination of Employee's rights the arbitrator. All benefits including salary and other compensation will be in any full effect during the duration of the arbitration proceedingif the disagreement occurs during the term of this contract. Failure on behalf of the Company to continue compensation will result in an automatic breach of this agreement and all compensation earn and unearned will become immediately due to the employee.

Appears in 1 contract

Samples: Employment Agreement (ERF Wireless, Inc.)

Arbitration of Disputes. All The Company and I agree to resolve any disputes governing we may have with each other through final, binding and confidential arbitration consistent with applicable law. For example, I am agreeing to arbitrate any dispute about the interpretation or enforcement validity of this Agreement or any discrimination claim. I also agree to resolve through final, binding and confidential arbitration any disputes I have with any other Released Party who elects to arbitrate those disputes under this subsection. Arbitration shall be resolved exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued conducted by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted Association in accordance with its employment dispute resolution rules which can be found at xxx.xxx.xxx/xxxxxxxxxx, and consistent with state law. A neutral arbitrator will preside over the National Rules arbitration and issue a written decision subject to limited judicial review. The decision shall remain confidential between the parties and shall not be published by the arbitrator or the AAA. All remedies available under law will be available in the Arbitration. The Arbitration proceedings will allow for adequate discovery. Commencement of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996will be at a minimal cost to me. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the CompanyThis agreement to arbitrate does not apply to government agency proceedings. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached By agreeing to this Agreement, I understand that I am waiving my right to a jury trial. YOU MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS AGREEMENT AND YOU MAY NOT SIGN IT UNTIL THE END OF YOUR WORK DAY ON YOUR TERMINATION DATE. BEFORE SIGNING THIS AGREEMENT, TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. IF YOU CHOOSE, DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE). YOU HAVE 21 DAYS TO CONSIDER THIS AGREEMENT. IF YOU DO NOT SIGN AND RETURN THIS AGREEMENT WITHIN THIS 21-DAY PERIOD, IT AUTOMATICALLY EXPIRES. ONCE YOU SIGN THIS AGREEMENT, YOU WILL HAVE AN ADDITIONAL 7 DAYS TO REVOKE IT. IF YOU CHOOSE TO REVOKE THIS AGREEMENT, YOU MUST DELIVER A WRITTEN NOTICE OF REVOCATION TO: XXXXXX XXXXX, GENERAL COUNSEL FACTSET RESEARCH SYSTEMS INC. 000 XXXXXXX 0, NORWALK, CT 06851 BY SIGNING THIS AGREEMENT, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS. Executed at Norwalk (print name of city), Connecticut (print name of state), this 8th day of May , 2018, and signed under penalty of perjury under the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award laws of the arbitrator shall be final and binding upon the partiesstate of _____Connecticut______. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company/s/ Xxxxxxxx Xxxxxxxxx Signature Xxxxxxxx Xxxxxxxxx Print Name Executed at Norwalk , CT this _8th day of May , 2018. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding./s/ F. Xxxxxx Xxxx For FactSet Research Systems Inc.

Appears in 1 contract

Samples: Separation Agreement and General (Factset Research Systems Inc)

Arbitration of Disputes. All disputes governing Any claim (regardless of the interpretation legal ----------------------- theory involved) arising out of or enforcement of relating to this Agreement Agreement, including, but not limited to, its validity, interpretation, enforceability or breach, which is not settled by agreement between the parties, shall be resolved exclusively settled by arbitration in Los Angeles, California before a board of three arbitrators, one selected by each party, and the manner set forth in this Section 5. Employee or the Company may submit third to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed agreed by the Company, reasonably acceptable first two. The notice of intent to Employeearbitrate shall name one arbitrator, and thereafter the Company, or Employee, as applicable, party receiving the notice shall be notified in writing of name the claim and furnished with a true copy as so filed. The second arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after or the receipt of notice of moving party may select the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the second arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreementtwo arbitrators cannot agree upon a third arbitrator within thirty (30) days, then the third arbitrator shall be selected from the list provided by the American Arbitration Association ("AAA") with the parties striking names in order with the Company party striking first to pay to Employeebe determined by the flip of a coin and the name not struck, within twenty-four hours after if available, shall be the decision is rendered, the amount due hereunderthird arbitrator. The parties hereby (i) consent to the in personam jurisdiction of the Superior Court of the State of California for purposes of confirming any such award and entering judgment thereon and (ii) agree to use all reasonable efforts to keep all matters relating to any arbitration hereunder confidential. In any arbitration proceedings hereunder, all testimony of witnesses shall be taken under oath. Each party agrees that the arbitration provisions of this Agreement are its exclusive damage remedy and expressly waives any right to seek redress in another forum and that the results of the arbitration shall be final, binding and not subject to judicial review. During the arbitration, each party shall bear the fees of the arbitrator appointed by it, and the fees of the neutral arbitrators shall be final and binding upon borne equally by each party; but the parties. Judgment may fees of all arbitrators shall ultimately be entered on borne by the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedinglosing party.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Hollywood Park Inc/New/)

Arbitration of Disputes. All (a) This Agreement and all Ancillary Agreements and all disputes governing the interpretation or enforcement controversies arising out of or relating to this Agreement or the Ancillary Agreements or the Transaction (whether in contract, tort, equity or otherwise), including the arbitrability of any dispute or controversy that cannot be settled by mutual agreement (with the exception of any employment related agreements for post-closing periods which will be governed by their own terms) shall be resolved exclusively finally settled by binding arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Comprehensive Arbitration Rules & Procedures of Judicial Arbitration & Mediation Service, Inc. (“JAMS”), as set forth in Section 16.1 et seq. of the American Arbitration Association for JAMS rules, or any successor provision thereto, as follows: Any party aggrieved will deliver a notice to the Resolution of Employment Disputes effective June 1, 1996other party setting forth the specific points in dispute. The arbitration hearing shall be held within ten (10) business Any points remaining in dispute 20 days after the receipt giving of such notice may, upon 10 days’ notice to the other party, be submitted to JAMS arbitration conducted before a single neutral arbitrator in Orange County, California; provided, however, that if the dispute involves claims of greater than $5,000,000, the claim by the Company. No continuance of the hearing JAMS arbitration shall be allowed without the mutual consent conducted before a panel of Employee and the Companythree arbitrators. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the With respect to disputes before a single arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order be appointed by agreement of the Company parties hereto or, if no agreement can be reached, by JAMS in accordance with its rules. With respect to pay to Employee, within twenty-four hours after the decision is rendereddisputes before a panel of three arbitrators, the amount due hereunderBuyer and the Seller shall each appoint one arbitrator (the “Party-Appointed Arbitrators”) and the Party-Appointed Arbitrators shall appoint the third and presiding arbitrator within 14 days of the appointment of the second arbitrator; provided, that, any arbitrator not timely appointed herein shall be appointed by the JAMS upon the written demand of any party to the dispute. The award arbitrator(s) may enter a default decision against any party who fails to participate in the arbitration proceedings. All arbitrators shall serve as neutral, independent, and impartial arbitrators. For avoidance of doubt, the arbitrator shall be final parties have a right to conduct pre-hearing third-party discovery under California Code of Civil Procedure Sections 1283.5 and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding1283.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tattooed Chef, Inc.)

Arbitration of Disputes. All disputes governing The parties hereto mutually consent to the interpretation resolution by arbitration of all claims and controversies arising out of or enforcement of relating to this Agreement. Any dispute or controversy arising under or in connection with this Agreement shall be resolved settled exclusively by arbitration in the manner set forth in this Section 516. Employee or If the Company and the Executive disagree on any matter arising under or in connection with this Agreement, either party shall have the right to deliver to the other party a written request (a "Consent Request") that the other party consent to the position of the requesting party with respect to the matter in question. The parties shall negotiate in good faith to resolve the matters set forth in the Consent Request. If the parties are unable to agree on a matter set forth in a Consent Request within thirty (30) days following delivery thereof, then the parties shall elect one arbitrator, who shall be knowledgeable in the high technology industry. If the parties fail to agree upon an arbitrator within thirty (30) days, either party may request the Office of the president of the American Arbitrator Association to do so. Each party shall then submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed its or his position in writing with an to the arbitrator within thirty (30) days of Employeethe arbitrator's choice orselection. After receiving the written positions of the parties, and after a hearing, if the claim is filed by the Company, reasonably acceptable arbitrators deem a hearing to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreementnecessary, the arbitrator shall order and must select the Company to pay to Employee, position offered by one of the parties. Such arbitration procedure shall be commenced immediately upon selection of the arbitrator and shall be completed within twenty-four hours after the decision is rendered, the amount due hereunderninety (90) days. The award decision of the arbitrator shall be final and binding upon on the parties. Notwithstanding any other provision of this Agreement, if any termination of this Agreement becomes subject to arbitration, the Company shall not be required to pay any amounts to the Executive (except those amounts required by law) until completion of the arbitration and the rendering of the arbitrator's decision. The amounts, if any, determined by the arbitrator to be owed by the Company to the Executive shall be paid within the five (5) days after the decision by the arbitrator is rendered. All matters approved pursuant to this Section 16 shall be deemed conclusively to have been approved or agreed upon by the parties for all purposes of the Agreement. Judgment may be entered on the arbitratorArbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Companyhaving jurisdiction. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees costs and expenses incurred by Employee of such arbitration shall be borne in connection accordance with enforcement of Employee's rights hereunder or the determination of Employee's rights the arbitrator. All benefits including salary and other compensation will be in any arbitration proceedingfull effect during the duration of the arbitration. Failure of the Company to continue compensation will result in an automatic breach of this Agreement and all compensation earn and unearned will become immediately due to the Executive.

Appears in 1 contract

Samples: Employment Agreement (Eagle Broadband Inc)

Arbitration of Disputes. All disputes governing Except as otherwise provided in this Agreement, any disagreement, dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation hereof, or enforcement any arrangements relating hereto or contemplated herein or the breach, termination or invalidity hereof, shall be settled exclusively and finally by arbitration. It is specifically understood and agreed that any disagreement, dispute or controversy which cannot be resolved between the Parties, including without limitation any matter relating to the interpretation of this Agreement, shall, upon election by either Party' be submitted to arbitration irrespective of the magnitude thereof, the amount in controversy or whether such disagreement, dispute or controversy would otherwise be considered justifiable or ripe for resolution by a court or arbitral tribunal. Should either Party submit a request for arbitration to determine whether an Event of Default has occurred or whether and when a termination of the Agreement will or had occurred prior to expiration of the Principal Term, or Extended Term if applicable, the Party seeking to declare such Event of Default and/or terminate this Agreement may do so and may exercise its remedies as provided herein notwithstanding the pending arbitration request or proceeding and such declaration and/or termination shall be resolved exclusively effective, provided, nothing shall preclude the other Party from seeking and recovering damages through the above procedure for a wrongful declaration of an Event of Default or a wrongful termination; provided, however, that a request for arbitration by arbitration Buyer shall prevent such a declaration or termination by Seller if Seller is seeking to do so for any reason other than nonpayment by Buyer for Gas delivered by Seller. Except as otherwise provided in the manner set forth in this Section 5. Employee or immediately preceding sentence, the Company may submit Parties shall be obligated to arbitration any claim continue performance under this Agreement during the pendency of dispute resolution provided for herein. Except as follows: At otherwise provided in Article VIII hereof, any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Companydispute or arbitration, or Employeerequest therefor, will not prevent any amount payable by either Party hereunder from becoming due as applicable, provided herein nor suspend the obligation of such Party to make such payment when due; provided that nothing shall be notified in writing of preclude the claim and furnished with a true copy as so filed. The arbitrator must be a member of paying Party from seeking to recover such payment through the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To procedure to the extent such payment was not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee due and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due owing hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.

Appears in 1 contract

Samples: Gas Sales Agreement (Panda Interfunding Corp)

Arbitration of Disputes. All It is acknowledged by the parties that a quick and efficient resolution of all claims, disputes governing and other matters in question arising among the interpretation parties out of, under, or enforcement related to, this Agreement after the Closing ("Disputes") is critical to the implementation of the terms of this Agreement Agreement. In order to effectuate such intent, the parties do hereby establish this Dispute procedure for use during the term of this Agreement. All Disputes shall be resolved exclusively by arbitration in the manner set forth in subject to this Section 5. Employee 4.8, it being the intention of the parties that all such Disputes be subject hereto regardless of any specific reference or absence of such reference to arbitrability herein; provided, however, the Company may submit parties hereto acknowledge and agree that to arbitration the extent any Dispute arises out of a claim by a third party not a party and not an affiliate of or successor to such party to this Agreement, such Dispute will not be subject to the dispute resolution mechanism hereof until such claim has been finally determined with all appeals having been taken or time for further appeal elapsed without such appeal being taken and, provided further, the parties hereby agree that this Section 4.8 shall not apply to any claim or dispute of any kind under Section 1.3 or under the Ancillary Documents or against Xxxxx unless selected by the Sellers. Such forbearance pursuant to the foregoing sentence shall not otherwise affect the parties' respective rights or obligations under this Agreement as follows: At Agreement. Prior to submission of any time following the termination of Employee's employment Dispute for resolution in accordance with the Companythis Section 4.8, the claim may parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the Dispute. Only if such parties cannot reach agreement within ten (10) days of written notice by any party to the other party that a Dispute exists, will the Dispute be filed submitted for resolution in writing accordance with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, this Section 4.8. Any such dispute shall be notified in writing arbitrated upon the filing by either party of a written demand, with notice to the other party, to and under the rules of the claim and furnished American Arbitration Association (the "Arbitration Service") (to the extent such rules are not inconsistent with this Section 4.8) in New York, New York before a true copy as so filed. The arbitrator must be a member panel of three arbitrators under the then current rules of the National Academy Commercial Arbitration Rules of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To One arbitrator shall be appointed by each party with each being appointed within ten days after the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules Arbitration Service has been given notice of the American Arbitration Association filing of the demand for the Resolution of Employment Disputes effective June 1, 1996arbitration. The arbitration hearing two arbitrators so selected, or if such arbitrators are unable to select another arbitrator the Arbitration Service, shall be held select a third arbitrator within five days after the date the latter of the first two arbitrators is selected. Within ten (10) business days after the receipt of written notice of the claim Dispute being brought to the arbitrators, each party shall submit to the arbitrators a best and final offer with respect to each issue submitted to the arbitrators and an accompanying statement of position containing supporting facts and data. Upon such Dispute being submitted to the arbitrators for resolution, the arbitrators shall assume exclusive jurisdiction over the Dispute, and shall utilize such consultants or experts as they shall deem appropriate under the circumstances to permit discovery and may take testimony, to assist in the resolution of the dispute and will be required to make a final, binding determination, not subject to appeal, within fifteen (15) days of the final date of submission after the taking of testimony and discovery. For each issue decided by the Companyarbitrators, they shall choose the best and final offer of one party with respect to the issue decided, and the arbitrators shall not have discretion to modify said best and final offer. No continuance For each issue decided by the arbitrators, they shall award the expenses of the hearing proceeding, including reasonable attorneys' fees, to the prevailing party with respect to such issue. In arriving at their decision, the arbitrators shall consider the pertinent facts and circumstances as presented in evidence and be allowed without guided by the mutual consent terms and provisions of Employee this Agreement and the Companyapplicable law. Absence from or non-participation at the hearing by either party This Section 4.8, for clarification purposes, shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice apply to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred Ancillary Documents unless elected by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedingSellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Global It Holdings Inc)

Arbitration of Disputes. All disputes governing the interpretation If Landlord disapproves any designs, plans and specifications submitted by Tenant pursuant to this Work Letter, Tenant shall as soon thereafter as reasonably possible, submit for Landlord's approval revised designs, plans and specifications. Within three (3) business days after Landlord's receipt of such revised designs, plans and specifications, Landlord shall notify Tenant of Landlord's approval or enforcement disapproval of this Agreement shall be resolved exclusively by arbitration in the manner set forth in this Section 5such revisions. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the CompanyIf Landlord disapproves such revised designs, the claim may be filed in writing with an arbitrator of Employee's choice orplans and specifications, if the claim is filed by the Companythen Tenant may, reasonably acceptable to Employeeat its election, and thereafter the Company, or Employee, as applicable, shall be notified notify Landlord in writing of the claim and furnished with a true copy as so filedsubmission of tlute dispute to arbitration pursuant to this paragraph. The arbitrator must Such arbitration shall be a member of the National Academy of Arbitrators or one who currently appears on settled by binding arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Commercial Arbitration Rules of the American Arbitration Association for (the Resolution of Employment Disputes effective June 1"AAA"). In administering the arbitration, 1996. The the AAA shall follow the following Procedure: (a) the arbitrator shall be , unless such person is unavailable or is unable to comply with the time constraints set forth in this paragraph, in which case the arbitrator shall be unless such person s unavailable or is unable to comply with the time constraints set forth in this section, in which case the arbitrator shall be _________; (b) the arbitrator shall immediately schedule an arbitration hearing for a date not later than seven m business days after his or her appointment; (c) any filing, including without limitation any answer, required to be made by either party in connection with such arbitration shall be held made within ten three (103) business days after notice from the AAA or the arbitrator, (4) Landlord and Tenant shall respond within two (2) business days to any requests for information from the arbitrator, (e) the arbitrator shall issue his or her decision no more than three (3) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee hearing; and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at (f) the arbitrator's discretionauthority to render a decision shall be limited to the resolution of design and construction related disputes and the determination of whether any delay in the construction of the work constituted Landlord delay or unavoidable delay as specifically defined in paragraph 10 and 11 of the Work Letter. Each party shall bear its own costs and expenses relating to any such resolution. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award cost of the arbitrator and the fees of the AAA, if any, shall be final borne equally by Landlord and binding upon Tenant. Within twenty (20) days after execution of the parties. Judgment may be entered Lease, Landlord and Tenant shall agree on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice arbitrators whose names are to be inserted into the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedingblanks set forth above.

Appears in 1 contract

Samples: Office Lease (HNC Software Inc/De)

Arbitration of Disputes. All disputes governing The parties hereto mutually consent to the interpretation resolution by arbitration of all claims and controversies arising out of or enforcement of relating to this Agreement. Any dispute or controversy arising under or in connection with this Agreement shall be resolved settled exclusively by arbitration in the manner set forth in this Section 516. Employee or If the Company and the Executive disagree on any matter arising under or in connection with this Agreement, either party shall have the right to deliver to the other party a written request (a "Consent Request") that the other party consent to the position of the requesting party with respect to the matter in question. The parties shall negotiate in good faith to resolve the matters set forth in the Consent Request. If the parties are unable to agree on a matter set forth in a Consent Request within thirty (30) days following delivery thereof, then the parties shall elect one arbitrator, who shall be knowledgeable in the high technology industry. If the parties fail to agree upon an arbitrator within thirty (30) days, either party may request the Office of the president of the American Arbitrator Association to do so. Each party shall then submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed its or his position in writing with an to the arbitrator within thirty (30) days of Employeethe arbitrator's choice orselection. After receiving the written positions of the parties, and after a hearing, if the claim is filed by the Company, reasonably acceptable arbitrator deems a hearing to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreementnecessary, the arbitrator shall order and must select the Company to pay to Employee, position offered by one of the parties. Such arbitration procedure shall be commenced immediately upon selection of the arbitrator and shall be completed within twenty-four hours after the decision is rendered, the amount due hereunderninety (90) days. The award decision of the arbitrator shall be final and binding upon on the parties. Notwithstanding any other provision of this Agreement, if any termination of this Agreement becomes subject to arbitration, the Company shall not be required to pay any amounts to the Executive (except those amounts required by law) until completion of the arbitration and the rendering of the arbitrator's decision. The amounts, if any, determined by the arbitrator to be owed by the Company to the Executive, or the Executive to the Company, shall be paid within the five (5) days after the decision by the arbitrator is rendered. All matters approved pursuant to this Section 16 shall be deemed conclusively to have been approved or agreed upon by the parties for all purposes of the _______ _______ 8 Agreement. Judgment may be entered on the arbitratorArbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Companyhaving jurisdiction. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees costs and expenses incurred by Employee of such arbitration shall be borne in connection accordance with enforcement of Employee's rights hereunder or the determination of Employee's rights the arbitrator. All benefits including salary and other compensation will be in any arbitration proceedingfull effect during the duration of the arbitration. Failure of the Company to continue compensation will result in an automatic breach of this Agreement and all compensation earn and unearned will become immediately due to the Executive.

Appears in 1 contract

Samples: Employment Agreement (ERF Wireless, Inc.)

Arbitration of Disputes. All disputes governing It is the interpretation or enforcement policy of this Agreement shall be resolved exclusively by arbitration the undersigned parties to avoid disputes, if possible, and in the manner set forth event a dispute should occur, to resolve the dispute in a peaceable and expeditious manner. In keeping with this Section 5policy and to avoid the time and expense involved in lengthy litigation, the undersigned parties pledge to use their best efforts to negotiate and resolve any dispute arising hereunder through binding arbitration. Employee or The parties jointly covenant and agree: (a) the Company may parties will then submit the matters to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with Little Rock, Arkansas by an arbitrator mutually agreed upon by the National Rules of parties or if no arbitrator is selected within ten (10) business days, the parties agree jointly to request that the American Arbitration Association for select an arbitrator; (b) all fees and costs of the Resolution arbitration will be assessed and paid, in the absence of Employment Disputes effective June 1the arbitrator's award to the contrary, 1996equally by all parties; and (c) the parties agree to participate in the arbitration procedure to its conclusion. The arbitration hearing shall be held within ten thirty (1030) business days after the receipt of notice of the claim appointment of the arbitrator and conducted in accordance with the limited discovery rules imposed by the Company. No continuance arbitrator and a decision shall be rendered by the arbitrator within thirty (30) days of the hearing last day of the arbitration hearing. The arbitration shall be allowed without terminated (i) by the mutual consent execution of Employee and a settlement agreement by the Company. Absence from parties or non-participation at (ii) the hearing by either party shall not prevent the issuance delivery of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretionfindings. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the Any decision is rendered, the amount due hereunder. The award of reached by the arbitrator shall be final and binding upon the parties. Judgment , absent manifest error, and may be entered and enforced in the same manner as a judgment rendered by a court of competent jurisdiction over the subject matter of the dispute. WHEREFORE, the parties hereto have executed this Agreement as of the date first above written. AUTOLOGOUS WOUND THERAPY, INC. By: ----------------------------- BMI: Xxxxxxx Medical, LLC By: ----------------------------- XXXXXXX: By: ----------------------------- EXHIBIT A FORM OF WARRANT EXHIBIT B Covered Customers For purposes of the compensation due and payable under Paragraph 5(c) of that certain Services Agreement dated effective September 22, 1999, the parties agree that BMI shall be entitled to compensation on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice sales and revenues attributable to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees following customers and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.their affiliates:

Appears in 1 contract

Samples: Services Agreement (Cytomedix Inc)

Arbitration of Disputes. All disputes governing Except as prohibited by law, any dispute concerning the scope, interpretation or enforcement application of this Agreement or regarding any aspect of the employment of Xxxxxxx by the Company shall be resolved exclusively by through final and binding arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the CompanySan Diego, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted California in accordance with the National then existing Employment Dispute Resolution Rules (the “Rules”) of the American Arbitration Association for (“AAA”). Judgment upon the Resolution award rendered by the arbitrator in such proceeding may be entered in any court having jurisdiction thereof, provided, however, that the law applicable to any issues regarding the scope, effectiveness or interpretation of Employment Disputes effective June 1, 1996this arbitration provision shall be the Federal Arbitration Act. The arbitration hearing shall be held conducted by a single neutral arbitrator selected by the parties from a list maintained by the AAA. The arbitrator shall render his/her decision in writing to the Company, Xxxxxxx and respective counsel within ten twenty (1020) business days after the receipt of notice of the claim completion of the arbitration. The arbitrator shall have no power to award attorneys’ fees or costs except as provided by statute or by separate written agreement between the parties; provided, however, that, in the event Xxxxxxx prevails in the arbitration, the Company shall pay all administrative fees assessed by the Company. No continuance AAA and shall pay the fees of the hearing arbitrator. Notwithstanding the foregoing, nothing herein shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by preclude either party from seeking, on a temporary basis, relief from a court in a dispute involving the ownership, use, or disclosure of confidential or proprietary information or trade secrets, until such time as an arbitrator can be selected. Once selected, the arbitrator shall not prevent have the issuance of an award. Hearing procedures which will expedite power to continue, vacate, modify or amend any temporary or interim relief, and shall have the hearing may be ordered at power to resolve the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possibledispute. In the event that any aspect of this arbitration provision is found unenforceable by a court of competent jurisdiction, the arbitrator finds that remainder of the arbitration provisions shall be severed from the invalid portion and the remaining portions shall be given full effect according to its terms. This arbitration provision shall supersede any and all prior agreements between the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered Xxxxxxx on the arbitrator's award subject of arbitration in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedingemployment-related claims.

Appears in 1 contract

Samples: Severance Agreement and Release (Medicinova Inc)

Arbitration of Disputes. All The Company and I agree to resolve any disputes governing we may have with each other through final, binding and confidential arbitration consistent with applicable law. For example, I am agreeing to arbitrate any dispute about the interpretation or enforcement validity of this Agreement or any discrimination claim. I also agree to resolve through final, binding and confidential arbitration any disputes I have with any other Released Party who elects to arbitrate those disputes under this subsection. Arbitration shall be resolved exclusively conducted by the American Arbitration Association in accordance with its employment dispute resolution rules which can be found at xxx.xxx.xxx/xxxxxxxxxx, and consistent with state law. A neutral arbitrator will preside over the arbitration and issue a written decision subject to limited judicial review. The decision shall remain confidential between the parties and shall not be published by the arbitrator or the AAA. All remedies available under law will be available in the manner Arbitration. The Arbitration proceedings will allow for adequate discovery. Commencement of the Arbitration will be at a minimal cost to me, and the proceeding will be considered to be arising out of an employer plan for purposes of assessing fees and costs. This agreement to arbitrate does not apply to government agency proceedings. By agreeing to this Agreement, I understand that I am waiving my right to a jury trial. (remainder of page left intentionally blank) YOU MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS AGREEMENT. BEFORE SIGNING THIS AGREEMENT, TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. IF YOU CHOOSE, DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE). BY SIGNING THIS AGREEMENT, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS. Executed this 7th day of June, 2020, and signed under the laws of the state of Connecticut. /s/ FRANCK GOSSIEAUX Signature Franck Gossieaux Print Name Executed this 7th day of June, 2020. For FactSet Research Systems Inc. /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Executive Vice President, Head of Strategic Resources and General Counsel Second Release This release (this “Second Release”), to be signed on or following June 30, 2020, is made by and among Franck A.R. Gossieaux (“Employee”), FactSet Research Systems Inc. (the “Company”) and FactSet France Sarl in connection with the Separation Agreement and General Release of Claims between Employee and the Company, made June 7, 2020 (the “U.S. Separation Agreement”), and in association with the termination of Employee’s employment with the Company and its affiliates (including FactSet France Sarl). Employee acknowledges and agrees that (i) Employee was provided with a written notice of termination of Employee’s employment with the Company and its affiliates (including FactSet France Sarl) from the Company, effective on June 30, 2020, (ii) Employee also received a written notice of termination of the Employment Contract by and between FactSet France Sarl and Employee, dated as of April 1, 2009 with a seniority as of September 1, 1999 (the “Employment Contract”), dated June 5, 2020 and effective as of June 30, 2020, and (iii) this Second Release shall serve as the separation agreement between Employee and FactSet France Sarl that is entered into following termination of the Employment Contract. In consideration for the release of claims set forth in this Section 5. Second Release, conditioned on the effectiveness and irrevocability of this Second Release in accordance with its terms, Employee or will receive a settlement indemnity payment from the Company may submit in the amount of $107,908 (one hundred seven thousand and nine hundred and eight U.S. dollars) (the “Settlement Indemnity Payment”) (less applicable tax withholding) to arbitration be paid through the Company’s payroll system not later than August 15, 2020. For the avoidance of doubt, Employee acknowledges and agrees that (A) Employee shall not be entitled to any claim under this Agreement as follows: At any time following additional compensation or benefits in connection with the termination of Employee's employment with the CompanyEmployment Contract, other than the claim may Settlement Indemnity Payment, payment for accrued but unused vacation time (the amount of which, as of the date of the U.S. Separation Agreement, is $120,945 (one hundred twenty thousand and nine hundred and forty five U.S. dollars)), which shall be filed in writing with an arbitrator of Employee's choice orpaid not later than August 15, if the claim is filed by the Company, reasonably acceptable to Employee2020, and thereafter all other rights and benefits provided under the CompanyU.S. Separation Agreement, or Employeeincluding payment of the CFE Indemnity Payment (as defined in the U.S. Separation Agreement), as applicable, which shall be notified paid not later than August 15, 2020, (B) the Settlement Indemnity Payment shall be paid in writing satisfaction of all French statutory and contractual claims, including any unemployment and retirement benefits and (C) the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted Employee expressly waives any rights to any severance pay calculated in accordance with the National Rules collective bargaining agreement (“Indemnité conventionelle de licenciement”) and his indemnity in lieu of notice and any other related indemnities under the Employment Contract. In accordance with Article 5 of the American Arbitration Association for Expatriation Addendum to the Resolution of Employment Disputes effective Contract by and between Employee and FactSet France Sarl, dated June 1, 19962019, FactSet France Sarl confirms that it has paid the employee and employer’s shares of contributions to (i) the basic and supplementary pension schemes (AGIRC – ARRCO) and (ii) unemployment state insurance scheme throughout the entire expatriation period (“Pole Emploi”). The arbitration hearing shall be held within ten FactSet France Sarl will provide Employee with all of the end-of-contract documents as follows: unemployment certificate (10“Attesttation Pôle Emploi”); employment certificate (“ Certificat de travail”) business days after and the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement balance of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedingaccount (“Reçu pour solde de tout compte”).

Appears in 1 contract

Samples: Separation Agreement and General Release (Factset Research Systems Inc)

Arbitration of Disputes. All disputes governing the interpretation Any controversy or enforcement claim arising out of or relating to this Agreement shall or the breach thereof or otherwise arising out of the Executive's employment or the termination of that employment (including, without limitations, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be resolved exclusively settled by arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed forum and form agreed upon by the Company, reasonably acceptable to Employee, and thereafter the Companyparties, or Employeein the absence of such an agreement, as applicable, shall be notified in writing of under the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules auspices of the American Arbitration Association ("AAA") in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 11 shall be specifically enforceable. Notwithstanding the foregoing, this Section 11 shall not preclude either party from pursuing a court action for the Resolution sole purpose of Employment Disputes effective June 1, 1996. The arbitration hearing obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of pursued through an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possiblearbitration proceeding pursuant to this Section 11. In the event that it shall be necessary or desirable for the arbitrator finds that Executive to retain legal counsel and/or incur other costs and expenses in connection with the Company has breached Executive's pursuit of any claims under this Agreement, the arbitrator Bank shall order pay (or the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator Executive shall be final and binding upon entitled to recover from the parties. Judgment Bank, as the case may be entered on be) the arbitratorExecutive's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 attorneys' fees and other reasonable costs and expenses incurred by Employee in connection with the pursuit of said claims (including the Executive's enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedingaward in court) regardless of the final outcome, unless and to the extent the arbitrators shall determine that under the circumstances recovery by the Executive of all or a part of any such fees and costs and expenses would be unjust. This arbitration provision shall not be used for matters of the type referred to in Section 5(b), except to settle the selection of the accounting firm described in said section in the event that the Bank and the Executive cannot agree on the selection.

Appears in 1 contract

Samples: Special Termination Agreement (Benjamin Franklin Bancorp, M.H.C.)

Arbitration of Disputes. All disputes governing In the interpretation event that no agreement can be reached by the Company Shareholder and Parent as to the calculation of the Disputed Contingent Payment Matters within ninety (90) days after delivery of a Dispute Notice, then either party shall have the right to submit the Disputed Contingent Payment Amount to arbitration by one (1) of the following entities, or enforcement of this Agreement shall such other accountants (or other applicable experts who have the appropriate expertise to be resolved exclusively by arbitration able to assess whether or not the product in question is a Company Eligible Product), as the manner set forth in this Section 5. Employee Company Shareholder and Parent may mutually agree, so long as such entity is not the principal regularly-engaged outside accountant or other applicable expert to Parent or the Company or any auditor or applicable expert that may submit have assisted the Company Shareholder in any Audit: Ernst & Young LLP or BDO USA LLP or any successor entity to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Companyforegoing (individually, an “Accountant,” and collectively, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, “Accountants”). The Company Shareholder and thereafter the Company, or Employee, as applicable, Parent shall be notified in writing jointly select which of the claim Accountants will perform the calculation within thirty (30) days after the Company Shareholder and furnished with Parent determine that they are unable to settle the Disputed Contingent Payment Matters independently; provided, that in the event that the Company Shareholder and Parent are unable to agree upon the Accountant to perform such calculation within such thirty (30) day period, then each of the Company Shareholder and Parent shall select one of the Accountants and such Accountants shall jointly select a true copy as so filedthird Accountant to perform such calculation. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted Accountant selected in accordance with the National Rules foregoing sentence (the “Appraiser”) shall be responsible for the determination of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996Disputed Contingent Payment Matters. The arbitration hearing engagement and charge of the Appraiser shall be held within ten (10) business days after limited to determining the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from Net Sales, Sublicense Fees or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this AgreementROW Distributor Revenues, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights Company Eligible Products, as the case may be, for the applicable Payment Quarter(s). The Appraiser shall determine the Disputed Contingent Payment Matters within the limitations set forth above within ninety (90) days after the date of such Appraiser’s engagement and the Appraiser shall be provided with such information and records, which may include on-site access and access to personnel, relating to such dispute as it may reasonably request. Any Disputed Contingent Payment Matters determined by an Appraiser in accordance with this Section shall be deemed to be the final Net Sales, Sublicense Fees or ROW Distributor Revenues, or the determination of Company Eligible Products, as the case may be, for the applicable Payment Quarter(s) for all purposes of this Agreement. The fees and expenses of the Appraiser shall be paid by the Company Shareholder, provided, that if the final determination by the Appraiser in any arbitration proceedingexamination conducted pursuant to this Section is greater than the Net Sales, Sublicense Fees or ROW Distributor Revenues, as the case may be, set forth on the relevant Contingent Payment Certificate by an amount equal to 5% or more, then Parent shall pay all of the fees and expenses of the Appraiser and all reasonable out-of-pocket costs and expenses actually incurred by the Company Shareholder in connection with any Audit.

Appears in 1 contract

Samples: Share Purchase Agreement (Hyperion Therapeutics Inc)

Arbitration of Disputes. All disputes governing Notwithstanding any provision of these Terms of Use to the interpretation contrary, other than with respect to enforcing claims for injunctive or enforcement equitable relief, any dispute, claim, or controversy arising out of or relating in any way to these Terms of Use, or the interpretation, application, enforcement, breach, termination, or validity thereof (including any claim of inducement of these Terms of Use by fraud and including determination of the scope or applicability of this Agreement shall be resolved exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit agreement to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Companyarbitrate), or Employeeits subject matter (collectively, as applicable“Disputes”), shall be notified in writing of the claim and furnished with a true copy as so fileddetermined by binding arbitration before one (1) arbitrator. MERCHANT MAY NOT PURSUE ANY CLAIM AGAINST CURB AS A CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE ACTION. CLAIMS REGARDING ANY DISPUTE AND REMEDIES SOUGHT AS PART OF A CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE ACTION MUST BE BROUGHT ON AN INDIVIDUAL (NON-CLASS, NON-REPRESENTATIVE) BASIS. The arbitrator must arbitration shall be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued administered by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be JAMS and conducted in accordance with the National expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the Effective Date, including Rules 16.1 and 16.2 of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996those Rules. The arbitration hearing shall be held within ten (10) business days after in the receipt of notice metropolitan area in which Merchant primarily operates, and it shall be conducted in the English language. The parties shall maintain the confidential nature of the claim arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. The arbitrator shall have authority to award compensatory damages only and is not empowered to award any punitive, exemplary, or multiple damages, and the parties waive any right to recover any such damages. Notwithstanding any provision of these Terms of Use to the contrary, any arbitration conducted pursuant to the terms of these Terms of Use shall be governed by the CompanyFederal Arbitration Act (9 U.S.C., Secs. No continuance 1-16). In any arbitration arising out of or related to these Terms of Use, the hearing arbitration costs and fees (including the fee for the arbitrator) shall be allowed without shared equally by the mutual consent of Employee parties and the Company. Absence from or non-participation at the hearing by either each party shall be solely responsible for its other respective costs and attorneys’ and experts’ fees incurred in connection with the arbitration. Unless otherwise stated elsewhere herein or therein, the prevailing party in any arbitration arising out of or related to these Terms of Use or any Supplemental Agreement shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreemententitled to recoup, and the arbitrator shall order not award to any party, its costs and attorneys’ and experts’ fees incurred in connection with the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the partiesarbitration. Judgment on any award in arbitration may be entered on the arbitrator's award in any court having jurisdiction. Notwithstanding the above, each party shall have recourse to any court of competent jurisdiction to enforce claims for injunctive and other equitable relief. Nothing herein shall be taken or construed as precluding either party from seeking provisional remedies in aid of arbitration from a court of appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedingjurisdiction.

Appears in 1 contract

Samples: gocurb.com

Arbitration of Disputes. All disputes governing The parties agree that pursuant to the interpretation Federal Arbitration Act any dispute, claim or enforcement of this Agreement shall be resolved exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit controversy with respect to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's Executive’s employment (whether the termination of that employment is voluntary or involuntary), any dispute, claim or controversy with respect to incidents or events leading to the Companysaid termination, or the method or manner of the said termination, any alleged discriminatory conduct, any alleged sexual or other harassment, any claims of violation of public policy or retaliation and any dispute with respect to arbitrability shall be settled by arbitration. Arbitration is the exclusive remedy for all such disputes; no other action may be brought in court or any other forum except actions to compel arbitration. Disputes related to workers’ compensation and unemployment insurance are not arbitrable. Nothing prevents Executive from filing a charge with a state or federal administrative agency. However, any claim that is not resolved administratively through such an agency shall be subject to arbitration. THIS AGREEMENT IS A WAIVER OF ALL RIGHTS TO A CIVIL COURT ACTION FOR A DISPUTE RELATING TO EMPLOYMENT, TERMINATION OF EMPLOYMENT, ALLEGED DISCRIMINATORY CONDUCT, OR ALLEGED SEXUAL OR OTHER HARASSMENT; ONLY AN ARBITRATOR, NOT A JUDGE OR JURY, WILL DECIDE THE DISPUTE. The party desiring arbitration, whether the Employer or an employee, shall submit a written “Request for Arbitration” to the other within the applicable statute of limitations period set by the law governing the claim, The Employer shall serve an employee against whom arbitration is requested with a copy of any “Request for Arbitration” that the Employer submits. If the “Request for Arbitration” is not submitted within the applicable time period established by law, the claim may claim(s) cannot be filed brought in writing with an arbitrator the arbitration forum or in any other forum. The “Request for Arbitration” submitted by either party must clearly state “Request for Arbitration” at the top of Employee's choice orthe first page. The “Request for Arbitration” also must include the following information: (1) a detailed description of the dispute; (2) the date when the dispute first arose; (3) the names, if the claim is filed by the Company, reasonably acceptable to Employeework locations, and thereafter telephone numbers of any individuals, including employees or supervisors, with knowledge relevant to the Companydispute; and (4) the relief requested. The responding party may submit counterclaim(s) in accordance with applicable law, or Employee, as applicable, shall be notified in writing provided that the counterclaim is of the claim types of disputes covered by this Agreement and furnished with a true copy as so filedis brought within the statute of limitations period applicable to that claim(s). The arbitrator must be a member of shall have the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.following powers:

Appears in 1 contract

Samples: Chief Executive Employment Agreement (CareDx, Inc.)

Arbitration of Disputes. All disputes governing Except for any claim for a temporary or permanent injunction to enforce the interpretation or enforcement of this Agreement shall be resolved exclusively by arbitration in the manner set forth restrictive covenants contained in this Section 5. Agreement, including without limitation, those contained in Sections 11, 12, 13 and 14 above, any and all other claims, controversies and disputes between Employee and the Company arising out of or relating to this Agreement, Employee’s employment with the Company or the Company may submit parties’ performances due hereunder, including, without limitation, all known and unknown rights, demands, claims and causes of action arising under or in connection with the Americans with Disabilities Act of 1990, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Florida Civil Rights Act of 1992, as amended, the Equal Pay Act of 1963, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Fair Labor Standards Act, as amended, the Family and Medical Leave Act, as amended, the Employee Retirement Income Security Act of 1974 (ERISA), the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Genetic Information Nondiscrimination Act of 2009, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act (WARN Act) and any other federal, state or local law rule or regulation, including any and all tort claims relating to arbitration any claim under this Agreement as follows: At any time following the termination or arising out of Employee's ’s employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the and whether any claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicablearbitrable, shall be notified resolved by binding arbitration administered by and in writing accordance with the national employment arbitration rules of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association, and any court of competent jurisdiction shall enter final judgment on any such final arbitration award. To The final arbitration hearing shall be conducted in Orange County, Florida, no sooner than ninety (90) days and no later than one hundred eighty (180) days after any demand for arbitration is served upon the extent respondent for the proceeding. The arbitration proceeding shall be conducted by one (1) neutral and impartial arbitrator. Said arbitrator shall be a member in good standing with The Florida Bar, and shall be Board Certified in Labor and Employment Law or Business Litigation by The Florida Bar. Without good cause shown and leave of the arbitrator, the parties to the arbitration proceeding shall be permitted to take no more than two (2) depositions, not inconsistent with to exceed five (5) hours each. The parties shall also be entitled to discover documents through the rules use of requests for production. No other forms of formal discovery shall be permitted by the arbitrator, without a showing of undue prejudice and good cause. All permissible discovery shall be governed by the applicable Florida Rules of Civil Procedure. The arbitrator shall be bound by and shall follow the choice of law provision set forth in this Section 5Agreement for the rendering of any final award. Any final award shall reflect the reasoning for the award, but shall not be required to state findings of fact and conclusions of law. All claims and defenses which would otherwise be available to the parties in any court proceeding shall also be available in arbitration, including, without limitation, all applicable statutes of limitations. The arbitrator shall have the authority to award any and all relief which a court of competent jurisdiction could otherwise award. The Company shall be initially responsible to pay for all arbitration filing fees and arbitrator compensation. However, the arbitrator shall award such fees and compensation to the Company in the event it is determined to be the prevailing party in the arbitration proceeding. The prevailing party in the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company entitled to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the recover their reasonable legal 10 11 attorneys’ fees and expenses costs incurred by Employee in connection with enforcement the arbitration proceeding. The arbitrator shall award and determine entitlement to and assessment of such attorneys’ fees and costs, which shall be awarded in any final award. The arbitrator and the parties shall maintain in the strictest confidence the arbitration proceeding, final arbitration hearing, all papers filed therein and the substance of the underlying dispute for the arbitration proceeding, unless otherwise required to disclose same pursuant to applicable law. Knowing and Voluntary: Employee has read and fully understands and agrees with the provisions contained in this Agreement and has been given an opportunity to review this Agreement prior to accepting employment or changing Employee’s position and that Employee is signing this Agreement of Employee's rights hereunder ’s own free will, without duress or the determination of Employee's rights in any arbitration proceedingcoercion.

Appears in 1 contract

Samples: Employment Agreement

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Arbitration of Disputes. All The Company and I agree to resolve any disputes governing we may have with each other through final, binding and confidential arbitration consistent with applicable law. For example, I am agreeing to arbitrate any dispute about the interpretation or enforcement validity of this Agreement or any discrimination claim. I also agree to resolve through final, binding and confidential arbitration any disputes I have with any other Released Party who elects to arbitrate those disputes under this subsection. Arbitration shall be resolved exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued conducted by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted Association in accordance with its employment dispute resolution rules which can be found at xxx.xxx.xxx/xxxxxxxxxx, and consistent with state law. A neutral arbitrator will preside over the National Rules arbitration and issue a written decision subject to limited judicial review. The decision shall remain confidential between the parties and shall not be published by the arbitrator or the AAA. All remedies available under law will be available in the Arbitration. The Arbitration proceedings will allow for adequate discovery. Commencement of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996will be at a minimal cost to me. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the CompanyThis agreement to arbitrate does not apply to government agency proceedings. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached By agreeing to this Agreement, I understand that I am waiving my right to a jury trial. YOU MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS AGREEMENT. BEFORE SIGNING THIS AGREEMENT, TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. IF YOU CHOOSE, DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE). YOU HAVE 21 DAYS TO CONSIDER THIS AGREEMENT. IF YOU DO NOT SIGN AND RETURN THIS AGREEMENT WITHIN THIS 21-DAY PERIOD, IT AUTOMATICALLY EXPIRES. ONCE YOU SIGN THIS AGREEMENT, YOU WILL HAVE AN ADDITIONAL 7 DAYS TO REVOKE IT. IF YOU CHOOSE TO REVOKE THIS AGREEMENT, YOU MUST DELIVER A WRITTEN NOTICE OF REVOCATION TO: XXXXXX XXXXX, GENERAL COUNSEL FACTSET RESEARCH SYSTEMS INC. 000 XXXXXXX 0, NORWALK, CT 06851 BY SIGNING THIS AGREEMENT, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS. Executed at Norwalk, Connecticut, this 5th day of July, 2018, and signed under penalty of perjury under the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award laws of the arbitrator shall be final and binding upon the partiesstate of Connecticut. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company/s/ Xxxxxx Xxxxx-Xxxxxx Signature Xxxxxx Xxxxx-Xxxxxx Print Name Executed at Norwalk, Connecticut, this 5th day of July, 2018. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.For FactSet Research Systems Inc. /s/ F. Xxxxxx Xxxx

Appears in 1 contract

Samples: Separation Agreement and General (Factset Research Systems Inc)

Arbitration of Disputes. All disputes governing the interpretation Any controversy or enforcement claim arising out of or relating to this Agreement (or the breach thereof) shall be resolved exclusively settled by final, binding and non-appealable arbitration in Seattle, Washington by three arbitrators. Subject to the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5provisions, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules rules of the American Arbitration Association for (the Resolution "Association") then in effect. One of Employment Disputes effective June 1, 1996. The arbitration hearing the arbitrators shall be held appointed by the Corporation, one shall be appointed by the Executive, and the third shall be appointed by the first two arbitrators. If the first two arbitrators cannot agree on the third arbitrator within ten (10) business 30 days after the receipt of notice of the claim appointment of the second arbitrator, then the third arbitrator shall be appointed by the CompanyAssociation. No continuance of Any award entered by the hearing arbitrators shall be allowed without the mutual consent of Employee final, binding and the Company. Absence from or non-participation at the hearing nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretionspecifically enforceable. The arbitrator's arbitrators shall have no authority to modify any provision of this Agreement or to award shall be rendered as expeditiously as possiblea remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. In the event the arbitrator finds subject matter of the arbitration proceedings is whether or not the Executive was terminated for Cause, and Executive prevails on substantially all material issues of such claim, the Corporation shall be responsible for up to an maximum of $50,000, such figure which may be comprised of (a) fees of the American Arbitration Association and the arbitrators or (b) any expenses relating to the conduct of the arbitration (including the Executive's reasonable attorneys' fees and expenses). In the event the subject matter of the arbitration proceedings is other than whether or not the Executive was terminated for Cause, Executive shall be entitled to recover the monies contemplated above if he is awarded a material amount under such claim. Except as otherwise provided above, each party shall be responsible for its own expenses relating to the conduct of the arbitration (including reasonable attorneys' fees and expenses) and shall share the fees of the American Arbitration Association equally. Nothing in this paragraph shall be construed as precluding the Corporation from bringing a civil action in court for injunctive relief or other equitable relief relating to the breach or threatened breach of the agreements set forth in Section 9(f) of this Agreement or in the Confidentiality Agreement, provided that if a court determines that the Company has breached this AgreementCorporation is not entitled to such relief, the arbitrator Corporation shall order reimburse the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitratorExecutive for his reasonable attorney's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement the defense of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedingsuch action.

Appears in 1 contract

Samples: Employment Agreement (Onyx Software Corp/Wa)

Arbitration of Disputes. All The Company and I agree to resolve any disputes governing we may have with each other through final, binding and confidential arbitration consistent with applicable law. For example, I am agreeing to arbitrate any dispute about the interpretation or enforcement validity of this Agreement or any discrimination claim. I also agree to resolve through final, binding and confidential arbitration any disputes I have with any other Released Party who elects to arbitrate those disputes under this subsection. Arbitration shall be resolved exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued conducted by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted Association in accordance with its employment dispute resolution rules which can be found at xxx.xxx.xxx/xxxxxxxxxx, and consistent with state law. A neutral arbitrator will preside over the National Rules arbitration and issue a written decision subject to limited judicial review. The decision shall remain confidential between the parties and shall not be published by the arbitrator or the AAA. All remedies available under law will be available in the Arbitration. The Arbitration proceedings will allow for adequate discovery. Commencement of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996will be at a minimal cost to me. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the CompanyThis agreement to arbitrate does not apply to government agency proceedings. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached By agreeing to this Agreement, I understand that I am waiving my right to a jury trial. You may not make any changes to the arbitrator shall order terms of this agreement and you may not sign it until the Company end of your work day on your termination date. Before signing this agreement, take it home, read it, and carefully consider it. If you choose, discuss it with your attorney (at your own expense). You have 21 days to pay consider this agreement. If you do not sign and return this agreement within this 21-day period, it automatically expires. Once you sign this agreement, you will have an additional 7 days to Employeerevoke it. If you choose to revoke this agreement, within twenty-four hours after you must deliver a written notice of revocation to: Xxxxxx Xxxxx, General Counsel FactSet Research Systems Inc. 000 Xxxxxxx 0, Norwalk, CT 06851 BY SIGNING THIS AGREEMENT, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS. Executed at Norwalk, Connecticut, this ninth day of April, 2017, and signed under penalty of perjury under the decision is rendered, the amount due hereunder. The award laws of the arbitrator shall be final and binding upon the partiesstate of Connecticut. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company/s/ Xxxxx X. Xxxxxx Signature Executed at Norwalk, CT this ninth day of April, 2017. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding./s/ F. Xxxxxx Xxxx For FactSet Research Systems Inc.

Appears in 1 contract

Samples: Separation Agreement and General (Factset Research Systems Inc)

Arbitration of Disputes. All disputes governing In the interpretation event of any dispute or enforcement of controversy arising out of, or relating to, this Agreement Agreement, the parties hereto agree to submit such dispute or controversy to binding arbitration. The sole arbitrator shall be resolved exclusively by arbitration in selected from the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued list by the American Arbitration AssociationAssociation ("AAA") following written request by any party hereto. To If the extent parties hereto after notification of the other party(ies) to such dispute cannot inconsistent with agree upon an arbitrator within thirty (30) days following receipt of the rules set forth list by all parties to such arbitration, then either party may request, in this Section 5writing, AAA, appoint an arbitrator within ten (10) days following receipt of such request (the "Arbitrator"). The arbitration proceeding shall insofar as practicable take place in the County of Los Angeles, California, at a place and time mutually agreeable to the parties or if no such agreement is reached within ten (10) days following notice from the Arbitrator, at a place and time determined by the Arbitrator. Such arbitration shall be conducted in accordance with the National Streamlined Arbitration Rules and Procedures of AAA. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the Arbitrator shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this Section by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. The decision of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator Arbitrator shall be final and binding upon on all the parties. Judgment parties to the arbitration, shall be non-appealable and may be entered on enforced by a court of competent jurisdiction. In addition to its reasonable attorneys' fees, the arbitrator's award prevailing party shall also be entitled to recover from the non-prevailing party its reasonable costs and expenses. The Arbitrator may grant any remedy appropriate including, without limitation, injunctive relief or specific performance. All applicable rules of California law and Civil Procedure shall govern and in the event that any appropriate court as soon as possible after its rendition without further notice discovery dispute arises, either party may seek resolution and/or enforcement thereof by the Superior Court within the County where the Arbitration is conducted. Prior to the Company. The Company appointment of the Arbitrator, any party may seek a temporary restraining order or a preliminary injunction from the Orange County Superior Court, which shall promptly reimburse Employee for be effective until the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedingArbitrator renders a final decision.

Appears in 1 contract

Samples: License Agreement (Execute Sports Inc)

Arbitration of Disputes. All disputes governing The parties hereto mutually consent to the interpretation resolution by arbitration of all claims and controversies arising out of or enforcement of relating to this Agreement. Any dispute or controversy arising under or in connection with this Agreement shall be resolved settled exclusively by arbitration in the manner set forth in this Section 516. Employee or If the Company and the Executive disagree on any matter arising under or in connection with this Agreement, either party shall have the right to deliver to the other party a written request (a "Consent Request") that the other party consent to the position of the requesting party with respect to the matter in question. The parties shall negotiate in good faith to resolve the matters set forth in the Consent Request. If the parties are unable to agree on a matter set forth in a Consent Request within thirty (30) days following delivery thereof, then the parties shall elect one arbitrator, who shall be knowledgeable in the high technology industry. If the parties fail to agree upon an arbitrator within thirty (30) days, either party may request the Office of the president of the American Arbitrator Association to do so. Each party shall then submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed its or his position in writing with an to the arbitrator within thirty (30) days of Employeethe arbitrator's choice orselection. After receiving the written positions of the parties, and after a hearing, if the claim is filed by the Company, reasonably acceptable arbitrators deem a hearing to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreementnecessary, the arbitrator shall order and must select the Company to pay to Employee, position offered by one of the parties. Such arbitration procedure shall be commenced immediately upon selection of the arbitrator and shall be completed within twenty-four hours after the decision is rendered, the amount due hereunderninety (90) days. The award decision of the arbitrator shall be final and binding upon on the parties. Notwithstanding any other provision of this Agreement, if any termination of this Agreement becomes subject to arbitration, the Company shall not be required to pay any amounts to the Executive (except those amounts required by law) until completion of the arbitration and the rendering of the arbitrator's decision. The amounts, if any, determined by the arbitrator to be owed by the Company to the Executive, or the Executive to the Company, shall be paid within the five (5) days after the decision by the arbitrator is rendered. All matters approved pursuant to this Section 16 shall be deemed conclusively to have been approved or agreed upon by the parties for all purposes of the Agreement. Judgment may be entered on the arbitratorArbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Companyhaving jurisdiction. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees costs and expenses incurred by Employee of such arbitration shall be borne in connection accordance with enforcement of Employee's rights hereunder or the determination of Employee's rights the arbitrator. All benefits including salary and other compensation will be in any arbitration proceedingfull effect during the duration of the arbitration. Failure of the Company to continue compensation will result in an automatic breach of this Agreement and all compensation earn and unearned will become immediately due to the Executive.

Appears in 1 contract

Samples: Employment Agreement (ERF Wireless, Inc.)

Arbitration of Disputes. All disputes governing If any dispute shall arise between the interpretation or enforcement of Employee and the Company in connection with this Agreement Agreement, and such dispute cannot be resolved amicably by the parties, the same shall be conclusively and finally resolved exclusively by binding arbitration. Any party hereto may commence arbitration in proceeding by providing written notice to the manner set forth in this Section 5other party requesting the arbitration of an unresolved dispute. Each such dispute, if any, shall be submitted to three (3) arbitrators, one (1) to be selected by the Employee, one (1) to be selected by the Company and the third to be selected by agreement of the two arbitrators chosen by the parties. If either the Employee or the Company may submit refuses or neglects to arbitration any claim under this Agreement as follows: At any time following appoint an arbitrator within thirty (30) days after receipt of written notice from the termination of Employee's employment with other party requesting the Companyother party to do so, the claim American Arbitration Association may be filed in writing with an appoint two (2) arbitrators. If the two arbitrators fail to agree on the selection of a third arbitrator within thirty (30) days of Employee's choice ortheir appointment, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, appointment shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by left to the American Arbitration Association. To The arbitrators shall be experienced in the extent not inconsistent with subject matter of the rules dispute. Except as otherwise specifically set forth in this Section 5herein, the arbitrators shall conduct the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Commercial Arbitration Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996Association. The arbitration hearing shall be held within ten decision in writing of any two (102) business days after arbitrators, when filed with the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreementparties hereto, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the on both parties. Judgment may be entered on upon the arbitrator's award final decision of the arbitrators in any appropriate court as soon as possible after its rendition without further notice having jurisdiction. Such arbitration shall take place at a location to be mutually agreed to by the Employee and the Company; provided, however, that if the Company and Employee cannot agree on a location, the place shall be selected by the arbitrators. Notwithstanding anything to the Company. The contrary contained in this Section 16, nothing shall prohibit the Company shall promptly reimburse or Employee for from pursuing all legal and equitable remedies available to the reasonable legal 10 11 fees and expenses incurred by Company or Employee in connection order to enforce the provisions of Sections 9, 10 and 11 of this Agreement. To the extent that any court action is permitted consistent with enforcement or to enforce this Agreement, the parties hereby consent to the jurisdiction of Employee's rights hereunder the federal or the determination of Employee's rights state courts sitting in any arbitration proceeding.state where the Company maintains an office. Accordingly, with respect to any such court action, all of the parties hereto (a) submit to the

Appears in 1 contract

Samples: Employment Agreement (Warren Resources Inc)

Arbitration of Disputes. All disputes governing the interpretation Any dispute or enforcement claim in law or equity arising out of this Agreement shall will be resolved exclusively decided by neutral bind- ing arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with applicable state law, and not by court action except as provided by law for judicial review of arbitration proceedings. Judgment upon the National Rules award rendered by the arbitrator may be entered in any court having jurisdiction. The parties will have the right to discovery as provided by law. The parties agree that the following procedure will govern the making of the American Arbitration Association award by the arbitrator: (a) a Tentative Award will be made by the arbitrator within 30 days following submission of the matter to the arbitrator; (b) the Tentative Award will explain the factual and legal basis for the Resolution arbitrator’s decision as to each of Employment Disputes effective June the principal controverted issues; (c) the Tentative Award will be in writing unless the parties agree otherwise; provided, however, that if the hearing is concluded within one (1) day, 1996the Tentative Award may be made orally at the hearing in the presence of the parties. The arbitration hearing shall be held within Within ten (10) business days after the receipt of notice of Tentative Award has been served or announced, any party may serve objections to the claim Tentative Award. Upon objections being timely served, the arbitrator may call for additional evidence, oral or written argument, or both. If no objections are filed, the Tentative Award will become final without further action by the Companyparties or arbitrator. No continuance Within thirty (30) days after the filing of objections, the hearing shall be allowed without arbitrator will either make the mutual consent of Employee and Tentative Award final or modify or correct the CompanyTentative Award, which will then become final as modified or corrected. Absence The following matters are excluded from arbitration: (a) a judicial or non-participation at judicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage, (b) an unlawful detainer action; (c) the hearing filing or enforcement of a mechanic’s lien; (d) any matter which is within the jurisdiction of a probate court, or small claims court; or (e) an action for bodily injury or wrongful death. The filing of a judicial action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, will not constitute a waiver of the right to arbitrate under this provision. NOTICE: By initialing in the (“agree) space below you are agreeing to have any dispute arising out of the matters included in the “Arbitration of Disputes” provision decided by either party shall not prevent neutral arbitration as provided by state law and you are giving up any rights you might possess to have the issuance dispute litigated in a court of an awardjury trial. Hearing procedures which will expedite By initialing in the hearing (“agree”) space below you are giving up your judicial rights to discovery and appeal, unless those rights are specifically included in the “Arbitration of Disputes” provision. If you refuse to submit to arbitration after agreeing to this provision, you may be ordered at compelled to arbitrate under the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award authority of the arbitrator shall be final state law. Your agreement to this arbitration provision is voluntary. We have read and binding upon understand the partiesforegoing and agree to submit disputes arising out of the matters included in the “Arbitration of Disputes” provision to neutral arbitration. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.( ) ( ) Manager agrees ( ) ( ) Manager does not agree ( ) ( ) Owner agrees ( ) ( ) Owner does not agree

Appears in 1 contract

Samples: Management Agreement

Arbitration of Disputes. All disputes governing If the interpretation or enforcement Sellers and the Buyer are unable to resolve the dispute relating to any Contested Amount within 30 business days after the delivery of this Agreement the Claim Notice, then the claim described in the Claim Notice shall be resolved exclusively settled by binding arbitration in the manner set forth County of St. Louis in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination State of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted Missouri in accordance with the National Commercial Arbitration Rules then in effect of the American Arbitration Association for (the Resolution "AAA Rules"). Arbitration will be conducted by three arbitrators; one selected by Buyer, one selected by the Sellers and the third selected by the first two arbitrators. If either Buyer or the Sellers fail to select an arbitrator prior to the expiration of Employment Disputes effective June 1the 30-business day period referred to in the first sentence of this (S)3(e)(ii), 1996then the other shall be entitled to select the second arbitrator. The Sellers and the Buyer agree to use all reasonable efforts to cause the arbitration hearing shall to be held conducted within ten (10) business 60 calendar days after the receipt of notice appointment of the claim by the Company. No continuance last of the hearing three arbitrators and to use all reasonable efforts to cause the arbitrators' decision to be furnished within 95 calendar days after the appointment of the last of the three arbitrators. The Sellers and the Buyer further agree that discovery shall be allowed without completed at least 20 business days prior to the mutual consent date of Employee the arbitration hearing. The arbitrators' decision shall relate solely to whether the Buyer is entitled to recover the Contested Amount (or a portion thereof), and the Company. Absence from or non-participation at portion of such Contested Amount the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretionBuyer is entitled to recover. The arbitrator's award final decision of the arbitrators shall be rendered as expeditiously as possible. In furnished to the event the arbitrator finds that the Company has breached this AgreementSellers, the arbitrator Buyer and the Escrow Agent in writing and shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award constitute a conclusive determination of the arbitrator shall be final and issue in question, binding upon the partiesSellers, the Buyer and the Escrow Agent and shall not be contested by any of them. Judgment may be entered on the arbitrator's award The non- prevailing party in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company arbitration shall promptly reimburse Employee for pay the reasonable legal 10 11 expenses (including attorneys' fees) of the prevailing party, any additional reasonable fees and expenses incurred by Employee in connection (including reasonable legal fees) of the Escrow Agent, and the fees and expenses associated with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding(including the arbitrators' fees and expenses).

Appears in 1 contract

Samples: Performance Escrow Agreement (International Fuel Technology Inc)

Arbitration of Disputes. All disputes governing If any dispute shall arise between the interpretation or enforcement of Employee and the Company in connection with this Agreement Agreement, and such dispute cannot be resolved amicably by the parties, the same shall be conclusively and finally resolved exclusively by binding arbitration. Any party hereto may commence arbitration in proceeding by providing written notice to the manner set forth in this Section 5other party requesting the arbitration of an unresolved dispute. Each such dispute, if any, shall be submitted to three (3) arbitrators, one (1) to be selected by the Employee, one (1) to be selected by the Company and the third to be selected by agreement of the two arbitrators chosen by the parties. If either the Employee or the Company may submit refuses or neglects to arbitration any claim under this Agreement as follows: At any time following appoint an arbitrator within thirty (30) days after receipt of written notice from the termination of Employee's employment with other party requesting the Companyother party to do so, the claim American Arbitration Association may be filed in writing with an appoint two (2) arbitrators. If the two arbitrators fail to agree on the selection of a third arbitrator within thirty (30) days of Employee's choice ortheir appointment, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, appointment shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by left to the American Arbitration Association. To The arbitrators shall be experienced in the extent not inconsistent with subject matter of the rules dispute. Except as otherwise specifically set forth in this Section 5herein, the arbitrators shall conduct the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Commercial Arbitration Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996Association. The arbitration hearing shall be held within ten decision in writing of any two (102) business days after arbitrators, when filed with the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreementparties hereto, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the on both parties. Judgment may be entered on upon the arbitrator's award final decision of the arbitrators in any appropriate court as soon as possible after its rendition without further notice having jurisdiction. Such arbitration shall take place at a location to be mutually agreed to by the Employee and the Company; provided, however, that if the Company and Employee cannot agree on a location, the place shall be selected by the arbitrators. Notwithstanding anything to the Company. The contrary contained in this Section 16, nothing shall prohibit the Company shall promptly reimburse or Employee for from pursuing all legal and equitable remedies available to the reasonable legal 10 11 fees and expenses incurred by Company or Employee in connection order to enforce the provisions of Sections 9, 10 and 11 of this Agreement. To the extent that any court action is permitted consistent with enforcement or to enforce this Agreement, the parties hereby consent to the jurisdiction of Employee's rights hereunder the federal or the determination of Employee's rights state courts sitting in any arbitration proceedingstate where the Company maintains an office. Accordingly, with respect to any such court action, all of the parties hereto (a) submit to the personal jurisdiction of such courts, (b) consent to service of process and (c) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

Appears in 1 contract

Samples: Employment Agreement (Warren Resources Inc)

Arbitration of Disputes. All disputes governing If any dispute shall arise between the interpretation or enforcement of Employee and the Company in connection with this Agreement Agreement, and such dispute cannot be resolved amicably by the parties, the same shall be conclusively and finally resolved exclusively by binding arbitration. Any party hereto may commence an arbitration in proceeding by providing written notice to the manner set forth in this Section 5other party requesting the arbitration of an unresolved dispute. Each such dispute, if any, shall be submitted to an arbitrator acceptable to both parties. If either the Employee or the Company may submit refuses or neglects to arbitration any claim under this Agreement as follows: At any time following agree to appoint an arbitrator within thirty (30) days after receipt of written notice from the termination of Employee's employment with other party requesting the Companyother party to do so, the claim American Arbitration Association may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filedappoint such arbitrator. The arbitrator must shall be a member experienced in the subject matter of the National Academy dispute. Except as otherwise specifically set forth herein, the arbitrators shall conduct the arbitration in accordance with the Commercial Arbitration Rules of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To The decision in writing of the extent not inconsistent arbitrator, when filed with the rules set forth in this Section 5parties hereto, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the on both parties. Judgment may be entered on upon the final decision of the arbitrator in any court having jurisdiction. Such arbitration shall take place in Los Angeles, California. In the event a decision to any dispute is rendered by the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice , the non-prevailing party shall be obligated to reimburse the prevailing party for all reasonable attorney’s fees and related costs. Notwithstanding anything to the Company. The contrary contained in this Section 16, nothing shall prohibit the Company shall promptly reimburse or Employee for from pursuing all legal and equitable remedies available to the reasonable legal 10 11 fees and expenses incurred by Company or Employee in connection order to enforce the provisions of Sections 9, 10 and 11 of this Agreement. To the extent that any court action is permitted consistent with enforcement or to enforce this Agreement, the parties hereby consent to the jurisdiction of Employee's rights hereunder the federal or state courts sitting in California. Accordingly, with respect to any such court action, all of the determination parties hereto (a) submit to the personal jurisdiction of Employee's rights in such courts, (b) consent to service of process and (c) waive any arbitration proceedingother requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

Appears in 1 contract

Samples: Employment Agreement (Warren Resources Inc)

Arbitration of Disputes. All The Company and I agree to resolve any disputes governing we may have with each other through final, binding and confidential arbitration consistent with applicable law. For example, I am agreeing to arbitrate any dispute about the interpretation or enforcement validity of this Agreement or any discrimination claim. I also agree to resolve through final, binding and confidential arbitration any disputes I have with any other Released Party who elects to arbitrate those disputes under this subsection. Arbitration shall be resolved exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued conducted by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted Association in accordance with its employment dispute resolution rules which can be found at xxx.xxx.xxx/xxxxxxxxxx, and consistent with state law. A neutral arbitrator will preside over the National Rules arbitration and issue a written decision subject to limited judicial review. The decision shall remain confidential between the parties and shall not be published by the arbitrator or the AAA. All remedies available under law will be available in the Arbitration. The Arbitration proceedings will allow for adequate discovery. Commencement of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996will be at a minimal cost to me. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the CompanyThis agreement to arbitrate does not apply to government agency proceedings. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached By agreeing to this Agreement, I understand that I am waiving my right to a jury trial. YOU MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS AGREEMENT AND YOU MAY NOT SIGN IT UNTIL THE END OF YOUR WORK DAY ON YOUR TERMINATION DATE. BEFORE SIGNING THIS AGREEMENT, TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. IF YOU CHOOSE, DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE). YOU HAVE 21 DAYS TO CONSIDER THIS AGREEMENT. IF YOU DO NOT SIGN AND RETURN THIS AGREEMENT WITHIN THIS 21-DAY PERIOD, IT AUTOMATICALLY EXPIRES. ONCE YOU SIGN THIS AGREEMENT, YOU WILL HAVE AN ADDITIONAL 7 DAYS TO REVOKE IT. IF YOU CHOOSE TO REVOKE THIS AGREEMENT, YOU MUST DELIVER A WRITTEN NOTICE OF REVOCATION TO: XXXXXX XXXXX, GENERAL COUNSEL FACTSET RESEARCH SYSTEMS INC. 000 XXXXXXX 0, NORWALK, CT 06851 BY SIGNING THIS AGREEMENT, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS. Executed at Norwalk (print name of city), Connecticut (print name of state), this 10th day of November , 2017, and signed under penalty of perjury under the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award laws of the arbitrator shall be final and binding upon the partiesstate of Connecticut. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company/s/ XXXX X. XXXX Signature XXXX X. XXXX Print Name Executed at Norwalk , CT this 13 day of Nov., 2017. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding./s/ XXXXXXXX XXXXXXXXX For FactSet Research Systems Inc. XXXXXXXX XXXXXXXXX – SVP, CFO

Appears in 1 contract

Samples: Separation Agreement and General (Factset Research Systems Inc)

Arbitration of Disputes. All The Company and I agree to resolve any disputes governing we may have with each other through final, binding and confidential arbitration consistent with applicable law. For example, I am agreeing to arbitrate any dispute about the interpretation or enforcement validity of this Agreement or any discrimination claim. I also agree to resolve through final, binding and confidential arbitration any disputes I have with any other Released Party who elects to arbitrate those disputes under this subsection. Arbitration shall be resolved exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued conducted by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted Association in accordance with its employment dispute resolution rules which can be found at xxx.xxx.xxx/xxxxxxxxxx, and consistent with state law. A neutral arbitrator will preside over the National Rules arbitration and issue a written decision subject to limited judicial review. The decision shall remain confidential between the parties and shall not be published by the arbitrator or the AAA. All remedies available under law will be available in the Arbitration. The Arbitration proceedings will allow for adequate discovery. Commencement of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996will be at a minimal cost to me. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the CompanyThis agreement to arbitrate does not apply to government agency proceedings. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached By agreeing to this Agreement, I understand that I am waiving my right to a jury trial. (remainder of page left intentionally blank) YOU MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS AGREEMENT. BEFORE SIGNING THIS AGREEMENT, TAKE IT HOME, READ IT, AND CAREFULLY CONSIDER IT. IF YOU CHOOSE, DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE). BY SIGNING THIS AGREEMENT, YOU WILL BE WAIVING YOUR KNOWN AND UNKNOWN CLAIMS. Executed at Norwalk, Connecticut, this 26th day of April, 2022, and signed under penalty of perjury under the arbitrator shall order laws of the Company to pay to Employeestate of Connecticut. /s/ XXXX XXXXXXXXX Signature Xxxx Xxxxxxxxx Executed at Norwalk, within twenty-four hours Connecticut this 26th day of April, 2022. For FactSet Research Systems Inc. /s/ F. XXXXXX XXXX Name: F. Xxxxxx Xxxx Title: Chief Executive Officer APPENDIX A Severance Payments and Benefits Type of Payment/Benefit Form and Amount of Payment/Benefit Timing of Payment/Benefit Cash One Time FY 2022 base salary and target bonus plus FY23 ratable bonus at FY22 Rate, $954,795.00 Earlier of (i) the first payroll after the decision is rendered, the amount due hereunder. The award expiration of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee seven-day revocation period for the reasonable legal 10 11 fees second release and expenses incurred by Employee in connection with enforcement (ii) December 31, 2022 Acceleration of Employee's rights hereunder or the determination Equity (Stock Options) The accelerated vesting of Employee's rights in any arbitration proceeding.1,409 stock options granted on November 1, 2018; The accelerated vesting of 997 stock options granted on November 1, 2019; The accelerated vesting of 894 stock options granted on November 9, 2020; and The accelerated vesting of 732 stock options granted on November 1, 2021. Exercisable for 90 days after Date of Termination

Appears in 1 contract

Samples: Second Release (Factset Research Systems Inc)

Arbitration of Disputes. All disputes governing the interpretation or enforcement of this Agreement shall be resolved exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with wit the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice of the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four (24) hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.

Appears in 1 contract

Samples: Change in Control Agreement (Prime Hospitality Corp)

Arbitration of Disputes. All disputes governing Subject to the interpretation rights of the parties to seek injunctive relief as described herein, any controversy or enforcement claim arising out of, or relating to, any provision of this Agreement shall be resolved exclusively settled by binding arbitration in the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment accordance with the Companylaws of the Commonwealth of Massachusetts by three arbitrators, the claim may one of whom shall be filed in writing with an arbitrator of Employee's choice or, if the claim is filed appointed by the Company, reasonably acceptable to Employeeone of whom shall be appointed by you, and thereafter the Company, or Employee, as applicable, third arbitrator who shall be notified in writing appointed by the first two arbitrators. If the first two arbitrators cannot agree on the appointment of a third arbitrator, then the claim and furnished with a true copy as so filed. The third arbitrator must shall be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued appointed by the American Arbitration AssociationAssociation in the City of Boston. To the extent not inconsistent with the rules set forth in this Section 5, the Such arbitration proceeding shall insofar as practicable be conducted in the City of Boston in accordance with the National Rules rules of the American Arbitration Association for Association, except with respect to the Resolution selection of Employment Disputes effective June 1arbitrators, 1996. The arbitration hearing which shall be held within ten (10) business days after as provided in this Section. Judgment on the receipt of notice of the claim award rendered by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached this Agreement, the arbitrator shall order the Company to pay to Employee, within twenty-four hours after the decision is rendered, the amount due hereunder. The award of the arbitrator shall be final and binding upon the parties. Judgment arbitrators may be entered on the arbitrator's award in any appropriate court as soon as possible after having jurisdiction thereof and shall not be appealable. The prevailing party in such arbitration proceeding shall be entitled to reimbursement by the other party of all reasonable legal fees and other costs incurred by the prevailing party in connection with such proceeding, including any legal fees and costs incurred in connection with the enforcement of any award. [THIS SPACE INTENTIONALLY LEFT BLANK] If you are in agreement with the foregoing, please sign your name below and also at the bottom of the Proprietary Information and Inventions Agreement, whereupon this Agreement shall become binding in accordance with its rendition without further notice terms. Please then return this Agreement to the Company. The Company shall promptly reimburse Employee (You may retain for your records the reasonable legal 10 11 fees accompanying counterpart of this Agreement enclosed herewith). Very truly yours, APPLIED SCIENCE AND TECHNOLOGY, INC. By: ------------------------------------ Richard S. Post, Ph.D., President Accepted and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.Agreed: --------------------------------------- John M. Tarrh EXHIBIT A EMPLOYMENT TERM, COMPENSATION AND BENEFITS OF JOHN M. TARRH

Appears in 1 contract

Samples: Employee Agreement (Applied Science & Technology Inc)

Arbitration of Disputes. All disputes governing The parties agree that any controversy or claim (whether such controversy or claim is based upon or sounds in statute, contract, tort or otherwise) arising out of or relating to this Agreement, any performance or dealings between the parties (including the Vendor), or any dispute arising out of the interpretation or enforcement application of this Agreement shall or any dealings between Customer, SecureLogix and/or Vendor or their respective directors, officers, employees or agents, which the parties are not able to resolve, will be resolved settled exclusively by arbitration in the manner set forth in this Section 5. Employee or the Company may submit San Antonio, Texas by a single arbitrator pursuant to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association’s Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection, then in effect and judgment upon the award rendered by the arbitrator shall be entered in any court having jurisdiction thereof and such arbitrator will have the authority to grant injunctive relief in a form similar to that which a court of law would otherwise grant. To the extent not inconsistent The arbitrator will be mutually chosen from a panel of licensed attorneys familiar with the rules set forth in subject matter of this Section 5, Agreement having at least fifteen (15) years of professional experience and will be appointed within thirty (30) days of the date the demand for arbitration proceeding shall insofar as practicable was sent to the other party. Discovery will be conducted permitted in accordance with the National Federal Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing shall be held within ten (10) business days after the receipt of notice Civil Procedure of the claim by the CompanyUnited States of America. No continuance of the hearing shall be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by either party shall not prevent the issuance of If an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached arbitration proceeding is brought pursuant to this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees, costs and necessary disbursements incurred in addition to any other relief to which such party may be entitled. Neither the parties nor the arbitrator shall order may disclose the Company existence, content or results of the arbitration, except as necessary to pay enforce award or to Employee, within twenty-four hours after the decision is renderedcomply with legal or regulatory requirements. Before making any such disclosure, the amount due hereunderparty intending to make the disclosure shall give the other party written notice of such intention and shall afford the other party a reasonable opportunity to protect its interests, which such period shall not be less than twenty (20) days from the non-disclosing party’s receipt of the aforementioned written notice. The parties expressly agree that this Agreement and any award of the arbitrator rendered pursuant to it shall be final and binding upon governed by the parties. Judgment may be entered 1958 United Nations Convention on the arbitrator's award Recognition and Enforcement of Foreign Arbitral Awards. All proceedings and filings will be in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedingEnglish language.

Appears in 1 contract

Samples: Securelogix Corporation Customer Agreement

Arbitration of Disputes. All disputes governing the interpretation or enforcement between Landlord and Tenant with respect to Paragraph 14 of this Agreement Lease, with respect to the determination of fair market value rental rates, shall be resolved exclusively decided by arbitration in arbitration. Tenant shall have the manner set right, by giving written notice to Landlord, setting forth in this Section 5detail the nature of the dispute, to request arbitration. Employee or the Company may submit The dispute shall be submitted to arbitration any claim under this Agreement as follows: At any time following Within fifteen (15) business days after delivery of the termination of Employee's employment with the Companyabove notice, each party (Landlord and Tenant) shall appoint a person to act as an arbitrator in its behalf. Within five (5) business days thereafter, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, two appointed arbitrators shall jointly appoint a third arbitrator. The dispute shall be notified in writing arbitrated by said three arbitrators. A majority decision of the claim and furnished with a true copy as so filedthree arbitrators shall control. The arbitrator must be a member All of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules of the American Arbitration Association for the Resolution of Employment Disputes effective June 1, 1996. The arbitration hearing arbitrators shall be held within persons having at least ten (10) business days after years experience in dealing with commercial leases in office buildings within Santa Xxxxx and/or San Mateo Counties, and none shall have any interest in the receipt of notice of Building or the claim by the Company. No continuance of the hearing shall Complex or be allowed without the mutual consent of Employee and the Company. Absence from or non-participation at the hearing by have been associated or affiliated with either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion. The arbitrator's award shall be rendered as expeditiously as possibleLandlord or Tenant. In the event Landlord and Tenant, or the two arbitrators fail or refuse to appoint an arbitrator within the time set forth herein, then either party shall have the right to petition the senior judge (in terms of years of service), of the United States District Court of the applicable Federal District in which the Building is situate, to appoint such arbitrator and the arbitrator finds that the Company has breached this Agreementappointed by said judge shall serve in said capacity. NOTICE: BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW, the arbitrator shall order the Company to pay to EmployeeAND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BELOW, within twenty-four hours after the decision is renderedYOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, the amount due hereunderUNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION. The award of the arbitrator shall be final and binding upon the partiesIF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to the CompanyYOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION TO NEUTRAL ARBITRATION. /s/ /s/ Initialled by Employee in connection with enforcement of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceeding.Landlord Initialled by Tenant

Appears in 1 contract

Samples: Sublease Agreement (Jazz Pharmaceuticals Inc)

Arbitration of Disputes. All disputes governing the interpretation Any controversy or enforcement claim arising out of or relating to this Agreement shall or the breach thereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be resolved exclusively settled by arbitration in any forum and form agreed upon by the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice parties or, if in the claim is filed by absence of such an agreement, under the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules auspices of the American Arbitration Association (“AAA”) in Denver, Colorado in accordance with the Employment Arbitration Rules and Mediation Procedures of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. The Company shall pay all of the arbitration fees for any such arbitration including, but not limited to, AAA administrative fees and costs, and arbitrator fees; provided that, for the Resolution avoidance of Employment Disputes effective June 1doubt, 1996the Company and the Executive are each responsible for their own attorney’s fees. The arbitration hearing shall be held within ten (10) business days after Executive understands that the receipt of notice of Executive may only bring such claims in the claim by the Company. No continuance of the hearing shall be allowed without the mutual consent of Employee Executive’s individual capacity, and the Company. Absence from not as a plaintiff or non-participation at the hearing by either party shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretionclass member in any purported class proceeding or any purported representative proceeding. The arbitrator's award shall be rendered as expeditiously as possible. In the event the arbitrator finds that the Company has breached Executive further understands that, by signing this Agreement, the arbitrator shall order Company and the Company Executive are giving up any right they may have to pay to Employee, within twenty-four hours after a jury trial on all claims they may have against each other. Judgment upon the decision is rendered, the amount due hereunder. The award of rendered by the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitrator's award in any appropriate court as soon as possible after its rendition without further notice to having jurisdiction thereof. This Section 8 shall be specifically enforceable. Notwithstanding the Company. The Company foregoing, this Section 8 shall promptly reimburse Employee not preclude either party from pursuing a court action for the reasonable legal 10 11 fees and expenses incurred by Employee sole purpose of obtaining a temporary restraining order or a preliminary injunction in connection with enforcement circumstances in which such relief is appropriate, including without limitation relief sought under the Restrictive Covenants Agreement; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 8. In any arbitration or other litigation between the parties that is based upon or arises out of Employee's rights hereunder this Agreement, the parties’ employment relationship, or the determination termination of Employee's rights that relationship, the prevailing party shall be entitled to recover from the losing party its reasonable litigation costs and attorney’s fees incurred in any arbitration proceedingsuch litigation.

Appears in 1 contract

Samples: Employment Agreement (Cogent Biosciences, Inc.)

Arbitration of Disputes. All disputes governing the interpretation Any controversy or enforcement claim arising out of or relating to this Agreement (or the breach thereof) shall be resolved exclusively settled by final, binding and non-appealable arbitration in Seattle, Washington by three arbitrators. Subject to the manner set forth in this Section 5. Employee or the Company may submit to arbitration any claim under this Agreement as follows: At any time following the termination of Employee's employment with the Company, the claim may be filed in writing with an arbitrator of Employee's choice or, if the claim is filed by the Company, reasonably acceptable to Employee, and thereafter the Company, or Employee, as applicable, shall be notified in writing of the claim and furnished with a true copy as so filed. The arbitrator must be a member of the National Academy of Arbitrators or one who currently appears on arbitration panels issued by the American Arbitration Association. To the extent not inconsistent with the rules set forth in this Section 5provisions, the arbitration proceeding shall insofar as practicable be conducted in accordance with the National Rules rules of the American Arbitration Association for (the Resolution "Association") then in effect. One of Employment Disputes effective June 1, 1996. The arbitration hearing the arbitrators shall be held appointed by the Corporation, one shall be appointed by the Executive, and the third shall be appointed by the first two arbitrators. If the first two arbitrators cannot agree on the third arbitrator within ten (10) business 30 days after the receipt of notice of the claim appointment of the second arbitrator, then the third arbitrator shall be appointed by the CompanyAssociation. No continuance of Any award entered by the hearing arbitrators shall be allowed without the mutual consent of Employee final, binding and the Company. Absence from or non-participation at the hearing nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretionspecifically enforceable. The arbitrator's arbitrators shall have no authority to modify any provision of this Agreement or to award shall be rendered as expeditiously as possiblea remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. In the event the arbitrator finds that subject matter of the Company has breached arbitration proceedings is whether or not the Executive was terminated for Cause, and Executive prevails on substantially all material issues of such claim, the Corporation shall be responsible for up to an maximum of $50,000, such figure which may be comprised of (a) fees of the American Arbitration Association and the arbitrators or (b) any expenses relating to the conduct of the arbitration (including the Executive's reasonable attorneys' fees and expenses). In the event the subject matter of the arbitration proceedings is other than whether or not the Executive was terminated for Cause, Executive shall be entitled to recover the monies contemplated above if he is awarded a material amount under such claim. Except as otherwise provided above, each party shall be responsible for its own expenses relating to the conduct of the arbitration (including reasonable attorneys' fees and expenses) and shall share the fees of the American Arbitration Association equally. Nothing in this paragraph shall be construed as precluding the Corporation from bringing a civil action in court for injunctive relief or other equitable relief relating to the breach or threatened breach of the agreements set forth in Sections 11(f) and 14 of this Agreement, provided that if a court determines that the arbitrator shall order the Company Corporation is not entitled to pay to Employee, within twenty-four hours after the decision is renderedsuch relief, the amount due hereunder. The award of Corporation shall reimburse the arbitrator shall be final and binding upon the parties. Judgment may be entered on the arbitratorExecutive for his reasonable attorney's award in any appropriate court as soon as possible after its rendition without further notice to the Company. The Company shall promptly reimburse Employee for the reasonable legal 10 11 fees and expenses incurred by Employee in connection with enforcement the defense of Employee's rights hereunder or the determination of Employee's rights in any arbitration proceedingsuch action.

Appears in 1 contract

Samples: Employment Agreement (Onyx Software Corp/Wa)

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