Applicable Law; Dispute Resolution i. This Agreement, and all claims, disputes or disagreements arising out of or connected with this Agreement, its validity or any breach thereof, shall be governed by the laws in effect in the State of Texas (excluding conflicts of laws provisions), and to the extent applicable to maritime issues, the maritime laws of the United States (excluding conflict of laws provisions).
ii. PHA and Carrier desire to resolve any dispute, which may arise in connection with the Agreement in a timely and efficient manner. The parties therefore agree that the parties will attempt to resolve disputes arising hereunder in accordance with the following procedures.
iii. Either party may request the other to attend a meeting for the purpose of resolving any dispute or disagreement arising from the provisions specified in the Agreement. Said meeting shall be held either in person in Houston, Texas, or by telephone within five (5) business days of receipt of written request specifying a brief description of the dispute, the monetary amount involved if known, and the remedies sought.
iv. If the matter is not resolved in such meeting, or if such meeting is not held, either party may make written demand to attempt to resolve such dispute by non-binding mediation. Within seven (7) days after service of written notice on the other party demanding mediation, the parties in dispute shall jointly agree upon a mediator, and within thirty (30) days thereafter the parties shall undertake such mediation in Houston, Texas. In no event shall the parties be obligated to pursue mediation that does not resolve the issue within thirty
Applicable Law; Dispute Resolution. This Proxy Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. The parties agree that irreparable damage would occur in the event any of the provisions of this Proxy Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms and provisions of this Proxy Agreement exclusively in the Court of Chancery or other federal or state courts of the State of Delaware, in addition to any other remedies at law or in equity, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties hereto agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware in the event any dispute arises out of this Proxy Agreement or the transactions contemplated by this Proxy Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreement in any court other than the Court of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal or state courts of the State of Delaware, and (d) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth below the signature of such party or to such address as subsequently modified by written notice given in accordance with Section 2.05.
Applicable Law; Dispute Resolution. This Agreement, and all claims and causes of action arising out of, based upon, or related to this Agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of New York, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of New York. In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Section 12(k). The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 12(k). The place of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties hereto otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with the provisions of this Section 12(k) shall be final and binding upon them, and the parties further ag...
Applicable Law; Dispute Resolution. This Agreement, and all rights and obligations hereunder, shall be governed in all respects, including its formation, applicability, breach, termination, validity or enforceability in accordance with the laws of the Cayman Islands. Each of the Parties hereto irrevocably
(i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled exclusively by arbitration to be held in the Cayman Islands which shall be administered in accordance with the Arbitration Law (as revised) of the Cayman Islands and the Arbitration Rules in the Cayman Islands in force at the time of the commencement of the arbitration (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of the Cayman Islands in any such arbitration. There shall be three (3) arbitrators, one of whom shall be selected by each party. The Chief Executive Officer of the Cayman Islands Institute of Professional Accountants shall select the third arbitrator, who shall be qualified to practice law in the Cayman Islands. Either party may petition the Chief Executive Officer of the Cayman Islands Institute of Professional Accountants to select the third arbitrator. The arbitration shall be conducted in English. The decision of the arbitration tribunal shall be final, conclusive and binding on the Parties. Judgment may be entered on the arbitration tribunal’s decision in any court having jurisdiction. The Parties shall each pay an equal share of the costs and expenses of such arbitration, and each Party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable costs and attorney fees. The Parties acknowledge and agree that, in addition to contract damages, the arbitrator may award provisional and final equitable relief, including injunctions, specific performance, and lost profits.
Applicable Law; Dispute Resolution. 11.1 The execution, validity, interpretation, enforcement and dispute resolution of this Agreement shall be governed by the PRC Law.
11.2 Any dispute, conflict or claim arising out of or the performance hereof or in connection with this Agreement shall be resolved by the Parties through amicable negotiation. The negotiation shall commence promptly upon a notice by one Party to the other of the nature of such dispute, conflict or claim. In the event that such dispute is not resolved within thirty (30) Business Days following such notice, either Party may upon the expiration of the such 30-day notice period submit such dispute to the Hong Kong International Arbitration Center for arbitration in accordance with the arbitration rules of such center then in effect. The arbitration shall be conducted in Hong Kong and the arbitration award shall be final and be binding upon both Parties. During the term of resolution (including the term of arbitration) of the dispute, the Parties shall continue performing other obligations under this Agreement.
Applicable Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the law of the State of Nevada without regard to the conflicts of law provisions thereof. Any dispute arising under this Agreement shall be settled by binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall award the prevailing party its costs and expenses, together with reasonable attorneys' fees (including the allocable share, if any, of in-house counsel fees) and, accountants' and expert witness fees, if any. The award of the arbitrator may be entered in and enforced by any court of competent jurisdiction.
Applicable Law; Dispute Resolution. (a) This Shareholders’ Agreement and the rights and obligations of the Parties shall be construed and judged pursuant to the laws of the Argentine Republic.
(b) For the resolution of any dispute, discrepancy or difference with regard to the validity, effectiveness, interpretation, compliance with and/or performance of this Shareholders’ Agreement, the Parties shall accept the final award of the General Court of Arbitration of the Buenos Aires Stock Exchange, the Regulations of which are known and accepted by the Parties, and whose award shall be final and unappealable. The Court shall issue an award under the Law.
(c) The provisions of this Clause 6.08 shall survive the termination of this Shareholders’ Agreement, regardless of its cause, and their validity shall be extended throughout the existence of disputes arising from the Shareholders’ Agreement.
Applicable Law; Dispute Resolution. Except to the extent preempted by federal or Delaware law, this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding any conflict-of-law rules or principles that would result in the laws of another state being applied. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND GRANTEE EACH WAIVES ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN COMPANY AND GRANTEE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATTERS RELATED HERETO. The prevailing party in any litigation or other proceeding to enforce the terms of this Agreement shall be entitled to recoup its reasonable attorneys’ fees and costs from the non-prevailing party. To the fullest extent permitted by law, the parties agree that any suit or proceeding arising out of or relating to this Agreement shall be brought in court in Xxxxxx County, Texas, to the exclusion of any other forum or venue.
Applicable Law; Dispute Resolution. This Letter Agreement shall exclusively be governed and construed in accordance with the laws of the State of Delaware, USA, without regard to conflicts of laws principles. Any dispute, controversy or claim arising out of or in connection with this Letter Agreement, including any question regarding the validity, invalidity, breach or termination thereof, that the Parties are not able to resolve through negotiation, mediation, or other means of amicable settlement during a period of thirty (30) days following the date upon which one Party first notifies the other Party in writing of such dispute, controversy or claim, shall be referred to and finally resolved by arbitration in Delaware administered by the International Center for Dispute Resolution in accordance with its International Arbitration Rules, which rules are deemed to be incorporated by reference to this clause. Unless otherwise agreed by the Parties, the arbitration panel shall consist of three (3) arbitrators. One (1) arbitrator shall be appointed by BIOCERES, one (1) arbitrator shall be appointed by ARCADIA, and those two arbitrators shall jointly appoint the third arbitrator. The language of the arbitration shall be English. Notwithstanding the foregoing, any disputes regarding the inventorship, scope, enforceability or validity of Intellectual Property shall be submitted exclusively to a court of competent jurisdiction for resolution, and shall not be subject to the foregoing arbitration procedures.
Applicable Law; Dispute Resolution. AND ATTORNEYS’ FEES
