Common use of ARBITRATION AND LITIGATION Clause in Contracts

ARBITRATION AND LITIGATION. (i) Subject to clauses (ii) and (iii) hereof, all disputes relating to this Agreement may be settled by arbitration in Atlanta, Georgia before a single arbitrator pursuant to the rules of the American Arbitration Association (the "Rules"). Arbitration may be commenced at any time by any party hereto giving notice to the other parties hereto that are parties to a dispute that such dispute has been referred to arbitration pursuant hereto. The arbitrator shall be selected by agreement of the Purchaser and the Company, but if they do not so agree within 20 days after the date of the notice referred to above, the selection shall be made pursuant to the Rules from the panel or arbitrators maintained by the Association. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the award. This provision shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding, and there shall be no right of appeal therefrom. Each party shall pay its own expense of arbitration and the expenses of the arbitrator shall be equally shared; provided, however, that if in the opinion of the arbitrator any party to the arbitration has raised a frivolous claim, defense, or objection, then the arbitrator may assess, as a part of his award, all or any part of the arbitration expenses of the other parties (including reasonable attorney's fees) against the party raising such frivolous claim, defense, or objection. (ii) To the extent that arbitration may not be legally permitted hereunder or the parties to any dispute hereunder may not at the time of such dispute mutually agree to submit such dispute to arbitration, any party may commence a civil action in a court of appropriate jurisdiction to resolve disputes hereunder. None of the provisions hereof shall prevent the parties from settling any dispute by mutual agreement at any time. (iii) Any non-arbitration action, suit, or proceeding arising out of, based upon, or in connection with this Agreement or the transactions contemplated hereby may be brought only in a United States District Court located in the State of Georgia and each party covenants and agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that its property is exempt or immune from attachment or execution, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit, or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court.

ARBITRATION AND LITIGATION. (i) Subject to clauses (ii) and (iii) hereof, all disputes relating to 6.1 Any dispute between the parties concerning any matter or thing arising from this Agreement may be settled by arbitration in Atlanta, Georgia before referred to a single arbitrator pursuant to the rules of the American Arbitration Association mutually agreeable professional (the "RulesArbitrator"). In the event that the parties cannot mutually agree on the appointment of an Arbitrator within fifteen (15) days of written notice of a disagreement or dispute under this Agreement, the single Arbitrator will be appointed by the British Columbia International Commercial Arbitration may be commenced at any time by any party hereto giving notice to Centre ("BCICAC") of Vancouver, British Columbia, as the other parties hereto that are parties to a dispute that such dispute has been referred to arbitration pursuant heretoappointing authority. The arbitrator shall appointment of any additional Arbitrators will be selected by with the mutual consent and agreement of the Purchaser parties and in the Company, but if they do not so agree within 20 days after absence of such a sole Arbitrator will hear the date of the notice Arbitration. 6.2 For any disagreement or dispute referred to abovearbitration, the selection shall resolution will be made determined by arbitration pursuant to the Rules from the panel or arbitrators maintained of Procedure established by the AssociationBCICAC, and it will be conducted in Vancouver, British Columbia or as otherwise may be agreed as convenient for the parties. The cost of such arbitration shall initially be born equally by the Optionee and the Optionor. Any arbitration will determine, with finality, any disagreement or dispute and the Arbitrator's decision will be binding and final on the parties from which there will be no appeal. In the event that one party alleges a default or breach which the other denies, or a failure to satisfactorily cure a default, then the Arbitrator may make an order to relieve against forfeiture or set out the required terms to cure the default. An Arbitrator will also decide matters including the cost of the arbitration, and the Arbitrator is hereby authorized and instructed to award rendered up to One Hundred percent (100%) costs on a solicitor own client or special costs basis, as warranted, to the successful party in connection with any arbitration. In the event a party fails or is otherwise unable to pay its share of any costs under this provision, the other party is hereby authorized but not obligated to make that payment and deduct the same from any money claimed owed by the arbitrator shall be conclusive and binding upon the parties hereto; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the award. This provision shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding, and there shall be no right of appeal therefrom. Each party shall pay its own expense of arbitration and the expenses of the arbitrator shall be equally shared; provided, however, that if in the opinion of the arbitrator any unsuccessful party to the arbitration has raised a frivolous claim, defense, or objection, then the arbitrator may assess, as a part of his award, all or any part of the arbitration expenses of the other parties (including reasonable attorney's fees) against the party raising such frivolous claim, defense, or objectionarbitration. (ii) To 6.3 Notwithstanding the extent that arbitration parties may not be legally permitted hereunder arbitrate any dispute, matter or issue pertaining to this Agreement, nothing herein requires the parties to limit their alternative dispute resolution efforts to only Arbitration. However, the parties agree that any dispute hereunder may not at the time of such dispute mutually agree Arbitration proceeding will be commenced in British Columbia as provided in this Section 6. 6.4 Nothing herein precludes, prevents or limits any dispute, matter or issue pertaining to submit such dispute to arbitration, any party may commence a civil action in this Agreement from being litigated before a court of appropriate competent jurisdiction to resolve disputes hereunder. None hear such matters in the jurisdiction of the provisions hereof shall prevent the parties from settling any dispute by mutual agreement at any time. (iii) Any non-arbitration action, suit, or proceeding arising out of, based upon, or in connection with this Agreement or the transactions contemplated hereby may be brought only in a United States District Court located in the State of Georgia and each party covenants and agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it Nevada which is not subject personally to also the jurisdiction of such court, that its property is exempt or immune from attachment or execution, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue law of the actioncontract between the parties, suit, or proceeding is improper, or that this Agreement or unless the subject matter hereof may not be enforced parties mutually agree in or by such courtwriting to attorn to a different jurisdiction for the commencement of legal proceedings.

ARBITRATION AND LITIGATION. (i) Subject to clauses (ii) and (iii) hereof, all disputes relating to 5.1 Any dispute between the parties concerning any matter or thing arising from this Agreement may be settled referred by arbitration in Atlanta, Georgia before a single arbitrator pursuant to the rules mutual written agreement of the American Arbitration Association (the "Rules"). Arbitration may be commenced at any time by any party hereto giving notice to the other parties hereto that are parties to a mutually agreeable professional (the “Arbitrator”). In the event that the parties cannot mutually agree on the appointment of an Arbitrator within fifteen (15) days of written notice of a disagreement or dispute that such dispute has been referred to arbitration pursuant heretounder this Agreement, the single Arbitrator will be appointed by the British Columbia International Commercial Arbitration Centre (“BCICAC”) of Vancouver, British Columbia, as the appointing authority. The arbitrator shall appointment of any additional Arbitrators will be selected by with the mutual consent and agreement of the Purchaser parties and in the Company, but if they do not so agree within 20 days after absence of such a sole Arbitrator will hear the date of the notice Arbitration. 5.2 For any disagreement or dispute referred to abovearbitration, the selection shall resolution will be made determined by arbitration pursuant to the Rules from the panel or arbitrators maintained of Procedure established by the AssociationBCICAC, and it will be conducted in Vancouver, British Columbia or as otherwise may be agreed as convenient for the parties. The cost of such arbitration shall initially be born equally by the Optionee and the Optionor. Any arbitration will determine, with finality, any disagreement or dispute and the Arbitrator’s decision will be binding and final on the parties from which there will be no appeal. In the event that one party alleges a default or breach which the other denies, or a failure to satisfactorily cure a default, then the Arbitrator may make an order to relieve against forfeiture or set out the required terms to cure the default. An Arbitrator will also decide matters including the cost of the arbitration, and the Arbitrator is hereby authorized and instructed to award rendered up to One Hundred percent (100%) costs on a solicitor own client or special costs basis, as warranted, to the successful party in connection with any arbitration. In the event a party fails or is otherwise unable to pay its share of any costs under this provision, the other party is hereby authorized but not obligated to make that payment and deduct the same from any money claimed owed by the arbitrator shall be conclusive and binding upon the parties hereto; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the award. This provision shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding, and there shall be no right of appeal therefrom. Each party shall pay its own expense of arbitration and the expenses of the arbitrator shall be equally shared; provided, however, that if in the opinion of the arbitrator any unsuccessful party to the arbitration has raised a frivolous claim, defense, or objection, then the arbitrator may assess, as a part of his award, all or any part of the arbitration expenses of the other parties (including reasonable attorney's fees) against the party raising such frivolous claim, defense, or objectionarbitration. (ii) To 5.3 Notwithstanding the extent that arbitration parties may not be legally permitted hereunder arbitrate any dispute, matter or issue pertaining to this Agreement, nothing herein requires the parties to limit their alternative dispute resolution efforts to only Arbitration. However, the parties agree that any dispute hereunder may not at the time of such dispute mutually agree Arbitration proceeding will be commenced in British Columbia as provided in this Section 5. 5.4 Nothing herein precludes, prevents or limits any dispute, matter or issue pertaining to submit such dispute to arbitration, any party may commence a civil action in this Agreement from being litigated before a court of appropriate competent jurisdiction to resolve disputes hereunder. None of the provisions hereof shall prevent the parties from settling any dispute by mutual agreement at any time. (iii) Any non-arbitration action, suit, or proceeding arising out of, based upon, or hear such matters in connection with this Agreement or the transactions contemplated hereby may be brought only in a United States District Court located in the State of Georgia and each party covenants and agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that its property the Province of British Columbia which is exempt or immune from attachment or execution, that also the action, suit, or proceeding is brought in an inconvenient forum, that the venue law of the actioncontract between the parties, suit, or proceeding is improper, or that this Agreement or unless the subject matter hereof may not be enforced parties mutually agree in or by such courtwriting to attorn to a different jurisdiction for the commencement of legal proceedings.

ARBITRATION AND LITIGATION. (i) Subject to clauses (ii) and (iii) hereof, all disputes relating to 5.1 Any dispute between the parties concerning any matter or thing arising from this Agreement may be settled by arbitration in Atlanta, Georgia before referred to a single arbitrator pursuant to the rules of the American Arbitration Association mutually agreeable professional (the "RulesArbitrator"). In the event that the parties cannot mutually agree on the appointment of an Arbitrator within fifteen (15) days of written notice of a disagreement or dispute under this Agreement, the single Arbitrator will be appointed by the British Columbia International Commercial Arbitration may be commenced at any time by any party hereto giving notice to Centre ("BCICAC") of Vancouver, British Columbia, as the other parties hereto that are parties to a dispute that such dispute has been referred to arbitration pursuant heretoappointing authority. The arbitrator shall appointment of any additional Arbitrators will be selected by with the mutual consent and agreement of the Purchaser parties and in the Company, but if they do not so agree within 20 days after absence of such a sole Arbitrator will hear the date of the notice Arbitration. 5.2 For any disagreement or dispute referred to abovearbitration, the selection shall resolution will be made determined by arbitration pursuant to the Rules from the panel or arbitrators maintained of Procedure established by the AssociationBCICAC, and it will be conducted in Vancouver, British Columbia or as otherwise may be agreed as convenient for the parties. The cost of such arbitration shall initially be born equally by the Optionee and the Optionor. Any arbitration will determine, with finality, any disagreement or dispute and the Arbitrator's decision will be binding and final on the parties from which there will be no appeal. In the event that one party alleges a default or breach which the other denies, or a failure to satisfactorily cure a default, then the Arbitrator may make an order to relieve against forfeiture or set out the required terms to cure the default. An Arbitrator will also decide matters including the cost of the arbitration, and the Arbitrator is hereby authorized and instructed to award rendered up to One Hundred percent (100%) costs on a solicitor own client or special costs basis, as warranted, to the successful party in connection with any arbitration. In the event a party fails or is otherwise unable to pay its share of any costs under this provision, the other party is hereby authorized but not obligated to make that payment and deduct the same from any money claimed owed by the arbitrator shall be conclusive and binding upon the parties hereto; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the award. This provision shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding, and there shall be no right of appeal therefrom. Each party shall pay its own expense of arbitration and the expenses of the arbitrator shall be equally shared; provided, however, that if in the opinion of the arbitrator any unsuccessful party to the arbitration has raised a frivolous claim, defense, or objection, then the arbitrator may assess, as a part of his award, all or any part of the arbitration expenses of the other parties (including reasonable attorney's fees) against the party raising such frivolous claim, defense, or objectionarbitration. (ii) To 5.3 Notwithstanding the extent that arbitration parties may not be legally permitted hereunder arbitrate any dispute, matter or issue pertaining to this Agreement, nothing herein requires the parties to limit their alternative dispute resolution efforts to only Arbitration. However, the parties agree that any dispute hereunder may not at the time of such dispute mutually agree Arbitration proceeding will be commenced in British Columbia as provided in this Section 5. 5.4 Nothing herein precludes, prevents or limits any dispute, matter or issue pertaining to submit such dispute to arbitration, any party may commence a civil action in this Agreement from being litigated before a court of appropriate competent jurisdiction to resolve disputes hereunder. None hear such matters in the jurisdiction of the provisions hereof shall prevent the parties from settling any dispute by mutual agreement at any time. (iii) Any non-arbitration action, suit, or proceeding arising out of, based upon, or in connection with this Agreement or the transactions contemplated hereby may be brought only in a United States District Court located in the State of Georgia and each party covenants and agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it Nevada which is not subject personally to also the jurisdiction of such court, that its property is exempt or immune from attachment or execution, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue law of the actioncontract between the parties, suit, or proceeding is improper, or that this Agreement or unless the subject matter hereof may not be enforced parties mutually agree in or by such courtwriting to attorn to a different jurisdiction for the commencement of legal proceedings.

ARBITRATION AND LITIGATION. (ia) Subject Arbitration is not required of Employee to clauses (ii) and (iii) hereofresolve any dispute with Bank hereunder, all disputes relating but is merely an alternative to resolve the dispute available to Employee if he elects to use it. Bank shall have no right to avail itself of arbitration unless Employee agrees to arbitration. All arbitrations pursuant to this Agreement may shall be settled by arbitration determined in Atlanta, Georgia before a single arbitrator pursuant to accordance with the rules of the American Arbitration Association (then in effect, by a single arbitrator if the "Rules")parties shall agree upon one, or by three arbitrators, one appointed by each party, and a third arbitrator appointed by the two arbitrators selected by the parties, all arbitrators from a panel proposed by the American Arbitration Association. Arbitration may be commenced at any time by If any party hereto giving notice shall fail to appoint an arbitrator within thirty (30) days after it is notified to do so, then the other parties hereto that are parties to a dispute that such dispute has been referred to arbitration pursuant hereto. The arbitrator shall be selected accomplished by agreement of the Purchaser and the Company, but if they do not so agree within 20 days after the date of the notice referred to above, the selection shall be made pursuant to the Rules from the panel or arbitrators maintained a single arbitrator. Unless otherwise agreed by the Association. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto; provided, however, that any such award all arbitration proceedings shall be accompanied by a written opinion of the arbitrator giving the awardheld in Canton, Georgia. This provision shall be specifically enforceable by the parties and the Each party agrees to comply with any award rendered in such proceeding. The decision of the arbitrator in accordance herewith (s) shall be tendered within sixty (60) days after final submission of the parties in writing or any hearing before the arbitrators and bindingshall include their individual votes. If Employee is entitled to any award pursuant to the determination reached in the arbitration proceeding, and there he shall be no right entitled to payment by Bank of appeal therefrom. Each party shall pay its own expense of arbitration and the expenses of the arbitrator shall be equally shared; provided, however, that if in the opinion of the arbitrator any party to the arbitration has raised a frivolous claim, defense, or objection, then the arbitrator may assess, as a part of his award, all or any part of the arbitration expenses of the other parties (including reasonable attorney's fees) against the party raising such frivolous claim, defense, or objectioncosts and other out-of-pocket expenses incurred in connection with arbitration. (iib) To In the extent event that arbitration may not be legally permitted hereunder or the parties to any dispute hereunder may not at is resolved through litigation, and Employee's position in such litigation is sustained to any extent by the time of such dispute mutually agree to submit such dispute to arbitrationcourt, any party may commence a civil action in a court of appropriate jurisdiction to resolve disputes hereunder. None of the provisions hereof shall prevent the parties from settling any dispute by mutual agreement at any time. (iii) Any non-arbitration action, suit, or proceeding arising out of, based upon, or in connection with this Agreement or the transactions contemplated hereby may be brought only in a United States District Court located in the State of Georgia and each party covenants and then Bank agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally shall pay all of Employee's attorney's fees, court costs and other out-of-pocket expenses relating to the jurisdiction of such court, that its property is exempt or immune from attachment or execution, that the action, suit, or proceeding is brought in an inconvenient forum, that the venue of the action, suit, or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such courtlitigation.