Common use of Arbitration; Jurisdiction Clause in Contracts

Arbitration; Jurisdiction. Any dispute, controversy or claim arising under or related to this Agreement, regardless of the legal theory upon which it is based, will be settled by final, binding arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., in accordance with the American Arbitration Association Commercial Arbitration Rules. Nothing herein will, however, prohibit a Party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction. In any arbitration, the number of arbitrators will be three. If all three Parties to this Agreement are parties to the arbitration, each of the three Parties shall have the right to appoint one arbitrator. If only two Parties to this Agreement are parties to the arbitration, each of the Parties shall have the right to appoint one arbitrator, who will together appoint a third neutral arbitrator within thirty (30) days after the appointment of the last party-designated arbitrator. All arbitration proceedings will take place in Denver, Colorado. The arbitrators will be entitled to award monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be awarded. Except as otherwise expressly provided in this Section 11.14, each Party will bear the expenses of its own counsel and will jointly bear the expenses of the arbitrators. The arbitrators will allocate the remaining costs of the arbitration proceeding. The Parties agree that the arbitrators will include, as an item of damages, the costs of arbitration, including reasonable legal fees and expenses, incurred by the prevailing party if the arbitrators determine that either (a) the non-prevailing party did not act in good faith when disputing its liability hereunder to the prevailing party or when initiating a claim against the prevailing party; or (b) the prevailing party has had to resort to arbitration with respect to a substantially similar claim more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court proceedings to enforce a Party's compliance with this Section 11.14, such proceedings will be brought only in the federal or state courts located in the State of Colorado, which will have exclusive jurisdiction to resolve any disputes with respect to this Agreement, with each Party irrevocably consenting to the jurisdiction thereof. If the court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys' fees incurred by the Party requesting such compliance, will be reimbursed by the non-complying Party to the requesting Party.

Arbitration; Jurisdiction. (a) Any dispute, claim or controversy arising out of or claim arising under or related relating to this AgreementAgreement or the breach, regardless termination, enforcement, interpretation or validity thereof, including the determination of the legal theory upon which it is basedscope or applicability of this Agreement to arbitrate, will shall be settled determined by finalarbitration in the county and state of the principal office of the Advisor at the time of that dispute, binding arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq.before a sole arbitrator, in accordance with the American laws of the State of Delaware for agreements made in and to be performed in that State. The arbitration will be administered by Judicial Arbitration Association Commercial and Mediation Services (“JAMS”) pursuant to its Comprehensive Arbitration RulesRules and Procedures. Nothing herein willDisputes will not be resolved in any other forum or venue. The parties agree that any arbitration will be conducted by a retired judge who is experienced in dispute resolution regarding the securities industry, howeverpre-arbitration discovery will be limited to the greatest extent provided by the rules of JAMS, prohibit a Party from seeking temporary the arbitration award will not include factual findings or preliminary injunctive relief conclusions of law, and no consequential or punitive damages will be awarded. Notwithstanding any other rules, no arbitration proceeding brought against the Advisor or any Indemnified Person will be consolidated with any other arbitration proceeding without the Advisor’s consent. Judgment may be entered upon any award granted in a any arbitration in any court of competent jurisdiction in the county and state in which the Advisor maintains its principal office at the time the award is rendered, or in any other court having jurisdiction. In any arbitrationThe arbitrator shall, in the number award, allocate all of arbitrators will be three. If all three Parties to this Agreement are parties to the costs of the arbitration, each including the fees of the three Parties arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail. (b) Each party agrees that Paragraph 15(a) shall not apply to the breach by it of any of the provisions of Paragraph 13. Each party recognizes and affirms that in the event of breach by it of any of the provisions of Paragraph 13, money damages would be inadequate and the injured party would have no adequate remedy at law. Accordingly, each party shall have the right right, in addition to appoint one arbitratorany other rights and remedies existing in its favor, to enforce its rights and the breaching party’s obligations under Paragraph 13 not only by an action or actions for damages, but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions thereof. If only two Parties to this Agreement are parties Except as required by local law, to the arbitration, each extent a breach of the Parties provisions of Paragraph 13 results in litigation, such litigation shall have the right to appoint one arbitrator, who will together appoint a third neutral arbitrator within thirty (30) days after the appointment of the last party-designated arbitrator. All arbitration proceedings will take place in Denver, Colorado. The arbitrators will be entitled to award monetary any court of competent jurisdiction in the county and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be awarded. Except as otherwise expressly provided state in this Section 11.14, each Party will bear which the expenses of Advisor maintains its own counsel and will jointly bear principal office at the expenses time of the arbitrators. The arbitrators will allocate the remaining costs of the arbitration proceeding. The Parties agree that the arbitrators will include, as an item of damages, the costs of arbitration, including reasonable legal fees and expenses, incurred by the prevailing party if the arbitrators determine that either (a) the non-prevailing party did not act in good faith when disputing its liability hereunder to the prevailing party or when initiating a claim against the prevailing party; or (b) the prevailing party has had to resort to arbitration with respect to a substantially similar claim more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court proceedings to enforce a Party's compliance with this Section 11.14, such proceedings will be brought only in the federal or state courts located in the State of Colorado, which will have exclusive jurisdiction to resolve any disputes with respect to this Agreement, with each Party irrevocably consenting to the jurisdiction thereof. If the court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys' fees incurred by the Party requesting such compliance, will be reimbursed by the non-complying Party to the requesting Partydispute.

Arbitration; Jurisdiction. Any dispute, controversy or claim arising under or related to this Agreement, regardless of the legal theory upon which it is based, will be settled by final, binding arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., in accordance with the American Arbitration Association Commercial Arbitration Rules. Nothing herein will, however, prohibit a Party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction. In any arbitration, the number of arbitrators will be three. If all three Parties to this Agreement are parties to the arbitration, each of the three Parties shall have the right to appoint one arbitrator. If only two Parties to this Agreement are parties to the arbitration, each of the Parties shall have the right to appoint one arbitrator, who will together appoint a third neutral arbitrator within thirty (30) days after the appointment of the last party-designated arbitrator. All arbitration proceedings will take place in Denver, Colorado. The arbitrators will be entitled to award monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be awarded. Except as otherwise expressly provided in this Section 11.147.14, each Party will bear the expenses of its own counsel and will jointly bear the expenses of the arbitrators. The arbitrators will allocate the remaining costs of the arbitration proceeding. The Parties agree that the arbitrators will include, as an item of damages, the costs of arbitration, including reasonable legal fees and expenses, incurred by the prevailing party if the arbitrators determine that either (a) the non-prevailing party did not act in good faith when disputing its liability hereunder to the prevailing party or when initiating a claim against the prevailing party; or (b) the prevailing party has had to resort to arbitration with respect to a substantially similar claim more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court proceedings to enforce a Party's compliance with this Section 11.147.14, such proceedings will be brought only in the federal or state courts located in the State of Colorado, which will have exclusive jurisdiction to resolve any disputes with respect to this Agreement, with each Party irrevocably consenting to the jurisdiction thereof. If the court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys' fees incurred by the Party requesting such compliance, will be reimbursed by the non-complying Party to the requesting Party.

Arbitration; Jurisdiction. Any Subject to Section 1.3, any dispute, controversy or claim arising under or related to this Agreement, regardless of the legal theory upon which it is based, will be settled by final, binding arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. Section ss.. 1 et seq., in accordance with the American Arbitration Association Commercial Arbitration Rules. Nothing herein will, however, prohibit a Party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction. In any arbitration, the number of arbitrators will be three. If all three Parties to this Agreement are parties to , Dex, on the arbitrationone hand, and SGN, on the other hand, each of the three Parties shall have the right to appoint one arbitrator. If only two Parties to this Agreement are parties to the arbitration, each of the Parties shall have having the right to appoint one arbitrator, who will together appoint a third neutral arbitrator within thirty (30) days after the appointment of the last partyParty-designated arbitrator. All arbitration proceedings will take place in Denver, Colorado. The arbitrators will be entitled to award monetary and equitable relief, including specific performance and other injunctive relief; provided, however, that only damages allowed pursuant to this Agreement may be awarded. Except as otherwise expressly provided in this Section 11.147.16, each Party will bear the expenses of its own counsel and will jointly bear the expenses of the arbitrators. The arbitrators will allocate the remaining costs of the arbitration proceeding. The Parties agree that the arbitrators will include, as an item of damages, the costs of arbitration, including reasonable legal fees and expenses, incurred by the prevailing party if the arbitrators determine that either either: (ai) the non-prevailing party did not act in good faith when disputing its liability hereunder to the prevailing party or when initiating a claim against the prevailing party; or (bii) the prevailing party has had to resort to arbitration with respect to a substantially similar claim more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court proceedings to enforce a Party's compliance with this Section 11.147.16, such proceedings will be brought only in the federal or state courts located in the State and County of ColoradoNew York, which will have exclusive jurisdiction to resolve any disputes with respect to this Agreement, with each Party irrevocably consenting to the jurisdiction thereof. If the court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys' fees incurred by the Party requesting such compliance, will be reimbursed by the non-complying Party to the requesting Party.

Arbitration; Jurisdiction. Any (a) Except as otherwise expressly provided for in this Agreement, each Party irrevocably agrees that any dispute, controversy controversy, or claim arising under from or relating to this Agreement or the validity, interpretation, breach, or termination thereof (each, a “Dispute”), including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York before three (3) arbitrators (“Arbitration Panel”). Except as provided below, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”). The decision of the arbitrators on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. (b) JAMS shall send the Parties a list of fifteen (15) candidates to serve as members of the Arbitration Panel within ten (10) days after JAMS issues a Commencement Letter (see JAMS Rule 15). The Arbitration Panel shall be chosen from this list of candidates as provided for in JAMS Rule 15(c)-(f). The Parties agree that the Chair of the Arbitration Panel shall be chosen by the Arbitration Panel (and if the Arbitration Panel fails to reach an agreement, by JAMS). (c) Each party shall be responsible for an equal share of the expenses of the arbitration, including the fees of the arbitrators. These fees shall be included in any award of costs to the prevailing party. (d) Within twenty-one (21) days of the appointment of the Arbitration Panel, the Arbitration Panel shall hold a preliminary conference pursuant to JAMS Rule 16 to discuss scheduling. The schedule adopted for the proceeding shall reflect the Parties’ agreement that the arbitration hearing be held within six (6) months of the appointment of the Arbitration Panel. (e) If injunctive or other interim relief contemplated by Section 10.8(g) is requested, the hearing(s) will be expedited in accordance with any order entered by the Arbitration Panel. (f) In any arbitration arising out of or related to this Agreement, regardless the Arbitration Panel shall award the prevailing party the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the Arbitration Panel determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all the claims and counterclaims, it may award the prevailing party an appropriate percentage of the legal theory upon costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. (g) The Arbitration Panel shall have the right to award, on an interim basis, or include in the final award, any relief which is allowable under the applicable Law, and which it is baseddeems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date, attorneys’ fees and costs) and injunctive relief (including specific performance); provided, that the Arbitration Panel will be settled not award any relief not specifically requested by finalthe Parties. (h) The agreement to arbitrate Disputes set forth in this Section 10.8 will continue in full force and effect subsequent to, binding arbitration pursuant and notwithstanding the completion, expiration or termination of, this Agreement. (i) Any party to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., in accordance with the American Arbitration Association Commercial Arbitration Rules. Nothing herein will, however, prohibit a Party from seeking temporary or preliminary arbitration that has obtained an order of interim injunctive relief may enter judgment upon such award in a any court of competent jurisdiction. In The final award in an arbitration pursuant to this Section 10.8 will be conclusive and binding upon the parties thereto, and any party to the arbitration that has obtained a final award may enter judgment upon such award in any court of competent jurisdiction. (j) It is the intent of the Parties that the agreement to arbitrate Disputes set forth in this Section 10.8 will be interpreted and applied broadly such that all reasonable doubts as to arbitrability of a Dispute will be decided in favor of arbitration. (k) The parties shall keep any such arbitration confidential and shall not disclose to any person, other than those necessary to the proceedings, the number existence of arbitrators will be three. If all three Parties to this Agreement are parties to the arbitration, each of any information, testimony or documents submitted during the three Parties shall have arbitration or received from the right to appoint one arbitrator. If only two Parties to this Agreement are parties to other party, a witness or the arbitrator(s) in connection with the arbitration, and any award, if and to the extent that disclosure is required by Law or necessary for permitted court proceedings, such as proceedings to recognize or enforce an award. (l) Irreparable damage would occur in the event that any covenant herein were not to be performed in accordance with its terms. Accordingly, each of the Parties Party shall have the right to appoint one arbitrator, who will together appoint a third neutral arbitrator within thirty (30) days after the appointment of the last party-designated arbitrator. All arbitration proceedings will take place in Denver, Colorado. The arbitrators will be entitled to award monetary seek interim injunctions in aid of arbitration to prevent any breach of covenant and equitable relief, including specific performance and other injunctive reliefto enforce specifically this Agreement in the federal courts of the United States located in the Borough of Manhattan of The City of New York; provided, however, that only damages allowed pursuant if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined in any New York state court located in New York County, in addition to this Agreement any other remedy to which such Party may be awarded. Except as otherwise expressly provided entitled at law or in this Section 11.14, each Party will bear the expenses of its own counsel and will jointly bear the expenses of the arbitrators. The arbitrators will allocate the remaining costs of the arbitration proceeding. equity. (m) The Parties agree that the arbitrators will include, as an item of damages, the costs of arbitration, including reasonable legal fees and expenses, incurred by the prevailing party if the arbitrators determine that either (a) the non-prevailing party did not act in good faith when disputing its liability hereunder to the prevailing party or when initiating a claim against the prevailing party; or (b) the prevailing party has had to resort to any arbitration with respect to a substantially similar claim more than twice in any thirty-six (36) month period. Should it become necessary to resort or respond to court proceedings to enforce a Party's compliance with under this Section 11.14, such proceedings will 10.8 may be brought only in the federal consolidated with any other arbitration arising under any other Transaction Document having common issues of fact or state courts located in the State of Colorado, which will have exclusive jurisdiction law pursuant to resolve any disputes with respect to this Agreement, with each Party irrevocably consenting to the jurisdiction thereof. If the court directs or otherwise requires compliance herewith, then all costs and expenses, including reasonable attorneys' fees incurred by the Party requesting such compliance, will be reimbursed by the non-complying Party to the requesting PartyJAMS Rule 6(e).