Common use of Applicable Law; Dispute Resolution Clause in Contracts

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 Proxy Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Delaware California without regard giving effect to principles the choice of law or conflict of lawslaw provisions thereof. If SolarCity and the Financial Intermediary are unable to resolve any dispute through good faith negotiations, then either party may, but shall not be obligated to, initiate non-binding mediation of the dispute with the assistance of a neutral arbitrator belonging to and under the rules of the CPR Institute for Dispute Resolution. The party requesting the mediation shall arrange for mediation services, subject to the approval of the other party, which shall not be unreasonably withheld, conditioned or delayed. Mediation shall take place in San Mateo County, California during reasonable business hours and upon reasonable advance notice. Mediation may be scheduled to begin at any time, but with at least 15 calendar days’ written notice to all parties. If one party initiates mediation, the parties (a) shall participate in the mediation in good faith and shall devote reasonable time and energy to the mediation so as to promptly resolve the dispute or conclude that they cannot resolve the dispute; and (b) shall not pursue other remedies while such mediation is proceeding. If the parties reach an agreement, a memorandum setting forth such agreement shall be prepared and signed by the parties. If no such agreement can be reached after good faith negotiation (and, if applicable, mediation) prior to 120 days following the date the dispute was first memorialized in writing, either party may bring suit in any state or federal court located in San Mateo County, California to resolve the matter. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties agree that irreparable damage would occur in hereto irrevocably consent to the event service of process out of any of the provisions aforementioned courts in any such action or proceeding by the delivery of this Proxy Agreement were not performed in accordance with copies thereof by overnight courier to the terms hereof and that address for such damage would not be adequately compensable in monetary damagesparty to which notices are deliverable hereunder. Accordingly, the parties hereto Any such service of process 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 effective upon delivery. The decision of the State of Delawaretrial court shall be nonappealable, in addition to binding and conclusive upon the parties. Judgment upon 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 award rendered by 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 trial court may be entered 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 2.05having jurisdiction.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be governed by and construed in accordance with and governed by the laws of the State of Delaware without regard Texas, USA, excluding applicable conflict-of-law rules or principles. All claims and matters in question arising out of or relating to principles this Agreement, Employee's employment or separation from employment with the Company or the relationship between the Parties otherwise (and including any claim against any Company Releasee or affiliate of conflict of lawseither Party), whether sounding in contract, tort or otherwise, and including statutory claims to the extent permitted by law, shall be resolved solely and exclusively by non­ appealable binding arbitration in Houston, Texas, pursuant to the Federal Arbitration Act, 9 U.S.C. § I et. seq. THE PARTIES UNDERSTAND THAT THIS MEANS THAT THEY EACH WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EMPLOYEE'S EMPLOYMENT OR SEPARATION FROM EMPLOYMENT WITH THE COMPANY OR THE RELATIONSHIP BETWEEN THE PARTIES OTHERWISE (AND INCLUDING ANY CLAIM AGAINST ANY COMPANY RELEASEE OR AFFILIATE OF EITHER PARTY). The parties arbitration shall be administered by the American Arbitration Association (the "AAA") and, except as otherwise lawfully modified by this Section 5.5, pursuant to the rules which address employment proceedings. There shall be one arbitrator. Each Party shall designate a representative, who need not be neutral, within 30 days of receiving notification of the filing with the AAA of a demand for arbitration. The two representatives so designated shall elect an arbitrator from a panel of independent arbitrators proposed by the AAA. If either Party fails to designate a representative within the time specified or the two parties' representatives fail to designate an arbitrator within 30 days of their appointments, the arbitrator shall be appointed by the AAA. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim or the matter would be barred by applicable statutes of limitation. The Parties agree that irreparable damage would occur all documents considered relevant by the submitting Party shall be submitted with the respective statement of claim/defense, and any counterclaim/reply. Neither Party may compel the other to produce additional documents or cooperate in additional discovery. However, the arbitrator shall have discretion, on the arbitrator's own motion or at the request of a Party, to request the submission of additional documents for the arbitral tribunal. Each Party shall bear its own costs and expenses associated with the arbitration proceedings, regardless of the outcome of the arbitration proceedings. The arbitrator shall have no authority to award consequential, special, treble, exemplary, incidental, indirect or punitive damages of any type under any circumstances, regardless of whether such damages may be available under applicable law; provided, that in the event a court determines that the foregoing express waiver of damages is invalid or unenforceable, then the arbitrator, and not a court, shall determine if consequential, special, treble, exemplary, incidental, indirect or punitive damages shall be awarded. Except as required by applicable law, all arbitration proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential, subject to the last sentence of this Section 5.5. The arbitrator, upon motion of either Party, shall grant summary judgment in favor of such Party as to any of claim or counterclaim or portion thereof that would be subject to summary judgment under the federal summary judgment standard for that claim or counterclaim. The arbitrator shall have the authority to grant specific performance and other injunctive or equitable relief. Either Party shall have the right to apply to a court to obtain an injunction to enforce the provisions of this Proxy Agreement were not performed Section 5.5 or to seek a temporary restraining order, preliminary injunction or other provisional relief to maintain the status quo or in accordance with aid of or pending the terms hereof application or enforcement of this Section 5.5. The Parties agree that, subject to the last sentence of this Section 5.5, injunctive relief obtained from a court can be effective only for the duration of any arbitration proceeding, and that such damage would not be adequately compensable in monetary damages. Accordingly, only the parties hereto shall be entitled arbitrator has the authority to an injunction determine the merits of any claim 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 matter arising out of or relating to this Proxy Agreement or the transactions contemplated relationship between the Parties created by this Proxy Agreement, (b) agrees . The Parties agree that it the arbitrator shall not attempt have the authority to deny determine his or defeat such personal her jurisdiction by motion or other request for leave from to hear any such court, (c) agrees that it shall not bring any action relating to this Proxy Agreement claim or the transactions contemplated by this Proxy Agreement matter. The arbitrator's final decision and award may be entered as a judgment 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 2.05competent jurisdiction.

Applicable Law; Dispute Resolution. This Proxy Agreement Agreement, all documents provided for herein and the rights and obligations of the parties hereto shall be construed in accordance with and governed by the laws of the State of Delaware without regard Delaware. Any controversy, dispute, or claim of any nature arising out of, in connection with, or in relation to principles the interpretation, performance, enforcement or breach of conflict this Agreement or the Pledge Documents, including any claim based on contract, tort or statute (collectively, a “Dispute”), that cannot be resolved by the parties within thirty (30) days shall first be submitted to mediation between the parties. In the event that such mediation does not resolve the Dispute within ten (10) business days, the Dispute shall be resolved at the written request of lawsany party to this Agreement by binding arbitration using applicable arbitration procedures of JAMS located in San Diego, California pursuant to California law. The parties agree that irreparable damage would occur shall attempt to designate one arbitrator from JAMS. If they are unable to do so within thirty (30) days after written demand therefor, then JAMS shall designate an arbitrator. The arbitration shall be final and binding, and enforceable in any court of competent jurisdiction. The arbitrator shall award attorneys’ fees (including those of in-house counsel) and costs to the prevailing party and charge the cost of arbitration to the party which is not the prevailing party. Notwithstanding anything to the contrary contained herein, this Section 16 shall not prevent any party from seeking and obtaining equitable relief on a temporary or permanent basis, including, without limitation, a temporary restraining order, a preliminary or permanent injunction or similar equitable relief, from a court of competent jurisdiction located in the event State of California (to which all parties hereto consent to venue and jurisdiction) by instituting a legal action or other court proceeding in order to protect or enforce the rights of such party under this Agreement or the Pledge Documents or to prevent irreparable harm and injury. The court’s jurisdiction over any of such equitable matter, however, shall be expressly limited only to the provisions of temporary, preliminary, or permanent equitable relief sought; all other claims initiated under this Proxy Agreement were not performed between the parties hereto shall be determined through final and binding arbitration 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 2.0516.

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 2.05Subsection 5.8.

Applicable Law; Dispute Resolution. This Proxy Agreement Agreement, all documents provided for herein and the rights and obligations of the parties hereto shall be construed in accordance with and governed by the laws of the State of Delaware without regard Delaware. Any controversy, dispute, or claim of any nature arising out of, in connection with, or in relation to principles the interpretation, performance, enforcement or breach of conflict this Agreement or the Pledge Documents, including any claim based on contract, tort or statute (collectively, a “Dispute”), that cannot be resolved by the parties within thirty (30) days shall first be submitted to mediation between the parties. In the event that such mediation does not resolve the Dispute within ten (10) business days, the Dispute shall be resolved at the written request of lawsany party to this Agreement by binding arbitration using applicable arbitration procedures of JAMS located in San Diego, California pursuant to California law. The parties agree that irreparable damage would occur shall attempt to designate one arbitrator from JAMS. If they are unable to do so within thirty (30) days after written demand therefor, then JAMS shall designate an arbitrator. The arbitration shall be final and binding, and enforceable in any court of competent jurisdiction. The arbitrator shall award attorneys' fees (including those of in-house counsel) and costs to the prevailing party and charge the cost of arbitration to the party which is not the prevailing party. Notwithstanding anything to the contrary contained herein, this Section 16 shall not prevent any party from seeking and obtaining equitable relief on a temporary or permanent basis, including, without limitation, a temporary restraining order, a preliminary or permanent injunction or similar equitable relief, from a court of competent jurisdiction located in the event state of California (to which all parties hereto consent to venue and jurisdiction) by instituting a legal action or other court proceeding in order to protect or enforce the rights of such party under this Agreement or the Pledge Documents or to prevent irreparable harm and injury. The court's jurisdiction over any of such equitable matter, however, shall be expressly limited only to the provisions of temporary, preliminary, or permanent equitable relief sought; all other claims initiated under this Proxy Agreement were not performed between the parties hereto shall be determined through final and binding arbitration 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 2.0516.

Applicable Law; Dispute Resolution. This Proxy Agreement shall be governed by, and construed in accordance with and governed by with, the laws of the State of Delaware Delaware, without regard giving effect to principles any choice of law or conflict of laws. The parties agree that irreparable damage would occur in the event any law rules or provisions (whether of the provisions State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Except as set forth in Schedule 3 hereto, any dispute or action (whether sounding in contract, tort, equity or otherwise) against, arising out of or relating to this Proxy Agreement were not performed in accordance with or the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto transactions contemplated hereby shall be entitled to an injunction or injunctions to prevent breaches of this Proxy Agreement, to enforce specifically the terms brought solely 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 ; provided that if (and only after) such courts determine that they lack subject matter jurisdiction over any other remedies at law such dispute or in equity, and each party agrees it will not take any action, directly legal action shall be brought in the Federal courts of the United States located in the State of Delaware; provided, further that if (and only after) both the Court of Chancery of the State of Delaware and the Federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such dispute or indirectlyaction, such action shall be brought in opposition to another party seeking reliefthe United States District Court for the Southern District of New York. Each of the parties hereto agrees that a final judgment (subject to waive any bonding requirement under appeals therefrom) in any applicable law, such dispute or action shall be conclusive and may be enforced in other jurisdictions by suit on the case judgment or in any other manner provided by law. Each party seeks to enforce the terms by way of equitable relief. Furthermore, each of the parties hereto (a) consents to submit itself hereby irrevocably submits to the exclusive personal jurisdiction of the Court such courts in respect of Chancery or, to the extent that the Delaware Court of Chancery declines to exercise jurisdiction over the matter, other federal any legal dispute or state courts of the State of Delaware in the event any dispute arises action arising out of or relating to this Proxy Agreement or the transactions contemplated by this Proxy Agreementhereby, (b) agrees that and hereby irrevocably and unconditionally waives, to the fullest extent it shall not attempt may legally and effectively do so, any objection which it may now or hereafter have to deny the laying of venue of any dispute or defeat such personal jurisdiction by motion action arising out of 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 hereby in any such court other than in accordance with the Court provisions of Chancery orthis paragraph. Each of the parties hereto hereby irrevocably waives, to the fullest extent that permitted by law, the Delaware Court defense of Chancery declines an inconvenient forum to exercise jurisdiction over the matter, other federal or state courts maintenance of the State of Delaware, and (d) each such action in any such court. Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 13(a) above. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted 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 2.05Law.