Common use of ARBITRATION AND DISPUTE RESOLUTION Clause in Contracts

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A JURY TRIAL, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE MERGER CONSIDERATION UNDER SECTIONS 2.1(a) ONLY. The parties agree that in the event Buyer and the Shareholders' Representative are unable to resolve a dispute concerning determination of the Adjustments to the Merger Consideration, such dispute shall be resolved exclusively by arbitration in accordance with the provisions of Washington statutes for arbitration of civil disputes. Either party may appoint an arbitrator and give notice to the other party. Within ten (10) days of receipt of such notice the other party shall appoint an arbitrator and the two arbitrators so appointed shall, within ten (10) days of appointment of the second arbitrator, appoint a third arbitrator. All three arbitrators shall be attorneys or certified public accountants with at least ten (10) years experience in the handling of business sales and acquisitions of a similar nature to the present transaction. The three arbitrators shall conduct a hearing and shall issue an award which shall be final and binding on the parties, and judgment may be entered on it in any court of competent jurisdiction as otherwise provided by law. In no event shall the arbitrators award punitive damages. The preceding portion of this Section does not apply to any dispute relating to any other provision of the Agreement, or to any other aspect of the transactions contemplated herein, and such other disputes may be resolved by the parties by any means available, including without limitation court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Merger Consideration under Section 2.1(a), and expressly do not waive the right to trial with respect any other dispute.

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT21.1 Save as otherwise provided in this agreement, INCLUDING ANY RIGHT TO A JURY TRIALany dispute (including whether a breach is material or not) arising from or in connection with this agreement shall be resolved in the following manner: 21.1.1 either party shall be entitled to give the other party 7 (seven) days notice calling a meeting of the parties to resolve the dispute in such notice; 21.1.2 each party shall be entitled to appoint 2 (two) representatives from amongst its Directors or employees to be present at such meeting; 21.1.3 in the event that the dispute is not resolved at such a meeting, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE MERGER CONSIDERATION UNDER SECTIONS 2.1(aeither party shall be entitled to refer the matter for arbitration in accordance with provisions of this clause 21. 21.2 Subject to clause 21.1 above any dispute arising out of this agreement or the interpretation thereof, both while in force and after its termination, shall be submitted to and determined by arbitration. Such arbitration shall be held in Pretoria unless otherwise agreed to and shall be held in a summary manner with a view to it being completed as soon as possible. 21.3 There shall be one arbitrator who shall be, if the question in issue is: 21.3.1 primarily an accounting matter, an independent chartered accountant; 21.3.2 primarily a legal matter, practicing Senior Counsel; 21.3.3 primarily a technical matter, a suitable qualified person; and 21.3.4 any other matter, a suitable qualified person. 21.4 The appointment of the arbitrator shall be agreed upon between the parties, but failing agreement between them within a period of 14 (fourteen) ONLYdays after the arbitration has been demanded, either of the parties shall be entitled to request the Chairman for the time being of the Arbitration Foundation of South Africa to make that appointment who, in making his appointment, shall have regard to the nature of the dispute. 21.5 Subject to the other provisions of this clause 21, each arbitration shall be held in accordance with the Rules of the Arbitration Foundation of South Africa and the provisions of the Arbitration Xxx, 0000, as amended. The arbitrator shall be obliged to give in writing the reason for any decision made by him in the course of the arbitration. 21.6 The parties agree that any interim or final award by an arbitrator shall be in terms of the Rules of the Arbitration Foundation of South Africa. The award shall be subject to a right of Appeal. The Appeal shall be considered by a panel of three appeal arbitrators, agreed upon in writing between the Parties, or in the event Buyer and the Shareholders' Representative are unable to resolve a dispute concerning determination absence of the Adjustments to the Merger Consideration, such dispute shall be resolved exclusively by arbitration in accordance with the provisions of Washington statutes for arbitration of civil disputes. Either party may appoint an arbitrator and give notice to the other party. Within ten agreement within 10 (10ten) days of receipt an appeal being requested by any party in writing, by a panel of such notice three arbitrators appointed by the other party shall appoint an arbitrator and Chairman for the two arbitrators so appointed shall, within ten (10) days of appointment time of the second arbitrator, appoint a third arbitrator. All three arbitrators shall be attorneys or certified public accountants with at least ten (10) years experience in Foundation. 21.7 The decision of the handling of business sales and acquisitions of a similar nature to the present transaction. The three arbitrators shall conduct a hearing and shall issue an award which arbitrator shall be final and binding on the parties, and judgment may be entered on it in made an order of any court of competent jurisdiction as otherwise provided by lawjurisdiction. In no event shall Each of the arbitrators award punitive damages. parties hereby submits itself to the Transvaal Provincial Division of the High Court of South Africa should the other party wish to make such a decision (subject to the right of appeal referred to in clause 21.6). 21.8 The preceding portion provisions of this Section does not apply to clause 21 shall survive any dispute relating to termination of this agreement. Nothing in this clause 21 shall preclude any other provision party from seeking an interim relief from any competent court having jurisdiction pending the institution of the Agreement, or to any other aspect arbitration proceedings in terms of the transactions contemplated herein, and such other disputes may be resolved by the parties by any means available, including without limitation court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Merger Consideration under Section 2.1(a), and expressly do not waive the right to trial with respect any other disputethis clause 21.

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A JURY TRIAL, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE MERGER CONSIDERATION PURCHASE PRICE UNDER SECTIONS 2.1(a1.5(a) AND 1.7 ONLY. The parties agree that in the event Buyer and the Shareholders' Representative are unable to resolve a dispute concerning determination of the Adjustments to the Merger ConsiderationPurchase Price, such dispute shall be resolved exclusively by arbitration to be conducted in O'Neill, Nebraska in accordance with the provisions of Washington Nebraska statutes for arbitration of civil disputes. Either party may appoint an arbitrator and give notice to the other party. Within ten (10) days of receipt of such notice the other party shall appoint an arbitrator and the two arbitrators so appointed shall, within ten (10) days of appointment of the second arbitrator, appoint a third arbitrator. All three arbitrators shall be attorneys or certified public accountants with at least ten (10) years experience in the handling of business sales and acquisitions of a similar nature to the present transaction. The three arbitrators shall conduct a hearing and shall issue an award which shall be final and binding on the parties, and judgment may be entered on it in any court of competent jurisdiction as otherwise provided by law. In no event shall the arbitrators award punitive damages. The preceding portion of this Section does not apply to any dispute relating to any other provision of the Agreement, or to any other aspect of the transactions contemplated herein, and such other disputes may be resolved by the parties by any means available, including without limitation court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Merger Consideration Purchase Price under Section 2.1(a)Sections 1.5(a) and 1.7, and expressly do not waive the right to trial with respect any other dispute.

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT7.1 Save as otherwise provided in this agreement, INCLUDING ANY RIGHT TO A JURY TRIALany dispute (including whether a breach is material or not) arising from or in connection with this agreement shall be resolved in the following manner: 7.1.1 either party shall be entitled to give the other party 7 (seven) days notice calling a meeting of the parties to resolve the dispute in such notice; 7.1.2 each party shall be entitled to appoint 2 (two) representatives from amongst its Directors or employees to be present at such meeting; 7.1.3 in the event that the dispute is not resolved at such a meeting, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE MERGER CONSIDERATION UNDER SECTIONS 2.1(aeither party shall be entitled to refer the matter for arbitration in accordance with provisions of this clause 7. 7.2 Subject to clause 7.1 above any dispute arising out of this agreement or the interpretation thereof, both while in force and after its termination, shall be submitted to and determined by arbitration. Such arbitration shall be held in Pretoria unless otherwise agreed to and shall be held in a summary manner with a view to it being completed as soon as possible. 7.3 There shall be one arbitrator who shall be, if the question in issue is: 7.3.1 primarily an accounting matter, an independent chartered accountant; 7.3.2 primarily a legal matter, practicing Senior Counsel; 7.3.3 primarily a technical matter, a suitable qualified person; and 7.3.4 any other matter, a suitable qualified person. 7.4 The appointment of the arbitrator shall be agreed upon between the parties, but failing agreement between them within a period of 14 (fourteen) ONLYdays after the arbitration has been demanded, either of the parties shall be entitled to request the Chairman for the time being of the Arbitration Foundation of South Africa to make that appointment who, in making his appointment, shall have regard to the nature of the dispute. 7.5 Subject to the other provisions of this clause 7, each arbitration shall be held in accordance with the Rules of the Arbitration Foundation of South Africa and the provisions of the Arbitration Xxx, 0000, as amended. The arbitrator shall be obliged to give in writing the reason for any decision made by him in the course of the arbitration. 7.6 The parties agree that any interim or final award by an arbitrator shall be in terms of the Rules of the Arbitration Foundation of South Africa. The award shall be subject to a right of Appeal. The Appeal shall be considered by a panel of three appeal arbitrators, agreed upon in writing between the Parties, or in the event Buyer and the Shareholders' Representative are unable to resolve a dispute concerning determination absence of the Adjustments to the Merger Consideration, such dispute shall be resolved exclusively by arbitration in accordance with the provisions of Washington statutes for arbitration of civil disputes. Either party may appoint an arbitrator and give notice to the other party. Within ten agreement within 10 (10ten) days of receipt an appeal being requested by any party in writing, by a panel of such notice three arbitrators appointed by the other party shall appoint an arbitrator and Chairman for the two arbitrators so appointed shall, within ten (10) days of appointment time of the second arbitrator, appoint a third arbitrator. All three arbitrators shall be attorneys or certified public accountants with at least ten (10) years experience in Foundation. 7.7 The decision of the handling of business sales and acquisitions of a similar nature to the present transaction. The three arbitrators shall conduct a hearing and shall issue an award which arbitrator shall be final and binding on the parties, and judgment may be entered on it in made an order of any court of competent jurisdiction as otherwise provided by lawjurisdiction. In no event shall Each of the arbitrators award punitive damages. parties hereby submits itself to the Transvaal Provincial Division of the High Court of South Africa should the other party wish to make such a decision (subject to the right of appeal referred to in clause 7.6). 7.8 The preceding portion provisions of this Section does not apply to clause 7 shall survive any dispute relating to termination of this agreement. Nothing in this clause 7 shall preclude any other provision party from seeking an interim relief from any competent court having jurisdiction pending the institution of the Agreement, or to any other aspect arbitration proceedings in terms of the transactions contemplated herein, and such other disputes may be resolved by the parties by any means available, including without limitation court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Merger Consideration under Section 2.1(a), and expressly do not waive the right to trial with respect any other disputethis clause 7.

ARBITRATION AND DISPUTE RESOLUTION. THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT14.1 Where a statutory or accredited ombud has jurisdiction, INCLUDING ANY RIGHT TO A JURY TRIALall disputes falling under the jurisdiction of said ombud shall be referred to the ombud for a recommendation. 14.2 Where there is no ombud as contemplated in 14.1, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE MERGER CONSIDERATION UNDER SECTIONS 2.1(a) ONLY. The parties agree that in an Alternative Dispute Resolution Agent referred to herein shall be appointed to mediate the event Buyer dispute or, by agreement between the Customer and the Shareholders' Representative are unable Service Provider, the dispute will be referred to resolve a dispute concerning determination of the Adjustments arbitration as contemplated in 14.3 to the Merger Consideration, such dispute shall be resolved exclusively by arbitration in accordance with the provisions of Washington statutes for arbitration of civil disputes. Either party may appoint an arbitrator and give notice to the other party. Within ten (10) days of receipt of such notice the other party shall appoint an arbitrator 14.6 below. 14.3 The Customer and the two arbitrators so appointed shallService Provider may agree to refer any dispute arising from or in connection with this agreement to arbitration, within ten (10) days of appointment of the second arbitrator, appoint a third arbitrator. All three arbitrators shall be attorneys or certified public accountants with at least ten (10) years experience in the handling of business sales and acquisitions of a similar nature to the present transaction. The three arbitrators shall conduct a hearing and shall issue an award which arbitration shall be final and binding on both the parties, Customer and judgment may the Service Provider and shall only be entered on it in any court subject to Re view by the High Court if one of competent jurisdiction as otherwise provided by law. In the established grounds for review exist and under no event circumstances shall the arbitrators award punitive damagesarbitrator’s decision be appealed to the High Court or any other body. 14.4 When the Customer and the Service Provider have agreed to refer the matter to arbitration in terms of 14.3 above, in the interests of a speedy and cost effective resolution of the dispute, a short form or expedited form of arbitration shall be adopted and the rules of the arbitration shall not require that any Party prepare and file any documents in a form identical to or similar to that of court pleadings and Heads of Argument. This informality shall not detract from the onus to commence and the burden of proof which shall follow the High Court practice in this respect. 14.5 The preceding portion arbitrator must be a person agreed upon by the Parties and shall at least hold a tertiary qualification in the technical field of the dispute, except where the dispute relates predominantly to the interpretation of this Section does not apply to agreement or any dispute relating to any other provision law, regulation, or by-law, in which case the appointed arbitrator shall have at least 10 years practical experience as an attorney in private practice or as an advocate of the Agreement, High Court. 14.6 Failing the agreement on the appointment of an arbitrator or to any other aspect the rules of the transactions contemplated hereinarbitration, and such other disputes may an arbitrator must be resolved appointed by the parties by any means availableArbitration Foundation of Southern Africa (AFSA), including without limitation court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available who shall then finally resolve the dispute in accordance with respect to any dispute other than one concerning determination the rules of the adjustments to the Merger Consideration under Section 2.1(a), and expressly do not waive the right to trial with respect any other disputeAFSA.