Arbitration of Certain Claims Sample Clauses

Arbitration of Certain Claims. You and we each agree that ----------------------------- any claim or demand arising out of any alleged breach of this Agreement or arising out of any dispute or controversy under or relating to this Agreement, other than any confession of judgment proceedings brought pursuant to Paragraph 8.2 above, in which the amount claimed or demanded is $100,000 or less, will be decided by a single arbitrator under the Rules of the American Arbitration Association and the decision of that arbitrator shall be final and binding. You and we further agree than any dispute as to whether the amount of any claim or demand is $100,000 or less will be decided by a single arbitrator under the Rules of the American Arbitration Association. You and we agree that any arbitration shall take place in New York, New York, or in some other mutually agreed upon location. You and we agree that the prevailing party, as determined by the arbitrator, shall be awarded reasonable attorneys' fees incurred by the prevailing party in connection with the arbitration and any post-arbitration proceedings. You and we agree that the prevailing party shall be awarded the costs of the arbitration, including all arbitration fees and expenses of the arbitrator and all other expenses reasonably incurred in conducting the arbitration as determined by the arbitrator.
Sample 1
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Arbitration of Certain Claims. If the Claim has not been resolved pursuant to the mediation procedures outlined in Sections 12.1 and 12.2 within 70 days of the initiation of such procedure, or if either party will not participate in the mediation, the Claim shall be determined by means of arbitration before the AAA. The AAA Commercial Arbitration Rules, as the same may be amended from time to time in the future, shall be applicable in the arbitration, provided, that the arbitration shall be conducted by three arbitrators, all of whom shall be appointed from a panel of at least 10 qualified arbitrators. Each party shall have the right to strike three names from the panel proposed by the AAA. The arbitrators are not empowered to award any damages, including punitive damages, in excess of compensatory damages and each party hereby irrevocably waives the right to receive any damages in excess of economic damages. The parties shall furnish each other with the originals or true copies of all books, records and other documents in their possession which the may be requested by the other party. Any decision or award of the arbitrator shall be final and binding upon the parties. Judgment upon the award rendered may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award or any order of enforcement, as the case may be. No Claim between the parties hereto which arises by reason of any non-fulfillment or alleged non-fulfillment of any covenant, agreement or obligation, whether contained in this Agreement or otherwise, shall be so arbitrable. The arbitrators are empowered to apportion the costs and expenses of arbitration, including costs of investigation and reasonable attorneys' fees, among the parties in such manner as they deem reasonable. In the conduct of the arbitration: (a) Summaries of any expert testimony, along with copies of all documents to be submitted as exhibits, shall be exchanged at least 10 days before the arbitration under procedures set up by the arbitrator. (b) Each party's presentation at the arbitration hearing shall be limited to a maximum of five hours, and the hearing shall be completed within a maximum of three days. (c) The arbitration decision shall be rendered no later than 30 days after the final day of the hearing. The arbitration award shall be rendered no later than 30 days after the final day of the hearing. The arbitration award shall specify the factual and legal basis for the award. The arbitra...
Sample 1
Arbitration of Certain Claims. Any dispute or controversy between the Holder and the Company or Borislow or among such persons arising in connection with any assignment restrictions imposed hereunder or the valuation required under Section 5(b)(Z) above shall be settled exclusively by arbitration in New York, New York in accordance with the rules of the American Arbitration Association then in effect. Such arbitration shall be limited to the determination of reasonableness with respect to Section 5 and the determination of fair market value with respect to Section 5(b)(Z). Damages shall not be considered or awarded in the arbitration. Such arbitration must commence on a mutually agreeable date within 180 days of a notice of dispute given by the Holder. The decision of the arbitrator shall be final, conclusive, non-appealable and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. The Company and the Holder shall each pay one-half of the costs and expenses of such arbitration, and shall separately pay their O\\·n respective counsel fees and expenses.
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Arbitration of Certain Claims. 48 13.4 Exclusive Procedures .................................................................... 49 13.5 Tolling of Statutes of Limitation ....................................................... 49 13.6
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Arbitration of Certain Claims. Any controversy, claim or dispute arising out of, or relating to this LLC Agreement, which cannot be settled by mutual agreement or negotiation between the Members shall upon the written application of a Member be settled by arbitration by, and in accordance with the rules of commercial arbitration of, JAMS. Any such arbitration shall be conducted in Seattle, Washington. The Members agree to appoint a single commercial arbitrator acceptable to them within thirty (30) days of the date that either submits a controversy, claim or dispute to arbitration; provided, however, that if the Members shall fail to appoint an arbitrator within such 30-day period, the arbitrator shall, upon the first request of a Member, be appointed by JAMS in accordance with its rules of commercial arbitration. Any judgment upon the award rendered by the arbitrator(s) shall be final and binding upon the parties and may be entered in any court having jurisdiction over the parties. Statutes of limitation applicable under Washington law shall apply to proceedings in arbitration.
Sample 1
Arbitration of Certain Claims. If the Claim has not been resolved pursuant to the mediation procedures outlined in Sections 12.1 within 70 days of the initiation of such procedure, or if the Claim is not resolved because one party has not culpably participated in the mediation, the Claim, provided that it may be subject to arbitration, shall be determined by means of arbitration before the Arbitral Chamber of Xxxxxxxx. All claims of an international nature deriving from the present Agreement, including those related to its validity, interpretation, execution and termination, will be resolved by a single arbitrator, in accordance with the procedures adopted by the Chamber of Commerce of Xxxxxxxx which applies the Regulations of the National and International Arbitral Chamber of Milan. The location of the arbitration will be Xxxxxxxx. The language of the arbitration will be the English language. The arbitrator will be appointed jointly between the parties or, if an agreement is not found, in accordance to the above mentioned Regulations after having consulted the Chamber of Commerce of Xxxxxxxx. The parties agree that, before commencing the arbitration as mentioned above, they must attempt to follow the mediation procedure as disciplined by the regulations of the Conciliation Service of the Chamber of Commerce of Xxxxxxxx. This body is registered in the Register of the Conciliation Bodies held by the Ministry of Justice.
Sample 1
Arbitration of Certain Claims. If the Claim has not been resolved pursuant to the mediation procedures outlined in Sections 12.1 within seventy (70) days of the initiation of such procedure, or if the Claim is not resolved because one party has not culpably participated in the mediation, the Claim, provided that it may be subject to arbitration, shall be determined by means of arbitration before the arbitrational court of the National Chamber of Commerce (Krajowa Izba Gospodarcza) inWarsaw. All claims of an international nature deriving from the present Agreement, including those related to its validity, interpretation, execution and termination, will be resolved by a single arbitrator, in accordance with the procedures adopted by the National Chamber of Commerce of Warsaw, in accordance with its Rules and according to the regulations of the Polish Civil Code. The location of the arbitration will be Warsaw. The language of the arbitration will be the Polish language. The arbitrator will be appointed jointly between the parties or, if an agreement is not found, in accordance to the above mentioned Rules after having consulted the National Chamber of Commerce of Warsaw. The parties agree that, before commencing the arbitration as mentioned above, they must attempt to follow the mediation procedure as disciplined by the regulations of the National Chamber of Commerce of Warsaw. In the event a claim is not resolved and proceeds to arbitration, the unsuccessful party shall be responsible for the cost of arbitration.
Sample 1
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Arbitration of Certain Claims. If the Claim has not been resolved pursuant to the mediation procedures outlined in Sections 13.1 and 13.2 within 70 days of the initiation of such procedure, or if the Claim is not resolved because one party has not culpably participated in the mediation, the Claim, provided that it may be subject to arbitration, shall be determined by means of arbitration before the International Arbitral Chamber of Milan. The rules of the International Arbitral Chamber of Milan as the same may be amended from time to time in the future, shall be applicable in the arbitration, provided, that the arbitration shall be conducted by three arbitrators, appointed one by each of the parties involved in the Claim and the third one, with the role of President, by the said Arbitral Chamber,. The arbitrators are not empowered to award any damages, including punitive damages, in excess of compensatory damages and each party hereby irrevocably waives the right to receive any damages in excess of compensatory damages. The parties shall furnish each other with the originals or true copies of all books, records and other documents in their possession which the may be requested by the other party. Any decision or award of the arbitrator shall be final and binding upon the parties. Judgment upon the award rendered may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award or any order of enforcement, as the case may be. The arbitrators are empowered to apportion the costs and expenses of arbitration, including costs of investigation and reasonable attorneys’ fees, among the parties in such manner as they deem reasonable. The arbitration shall take place in Italy, shall be regulated by Italian Law and, with respect to procedural rules, by the Rules of the international Arbitral Chamber of Milan, which are provided under Schedule 13.3.
Sample 1
Arbitration of Certain Claims. (a) With respect to disputes between the parties (i) as to which of the parties has the right to receive the Deposit under Section 2.05, or (ii) arising under Section 10.02 or 10.03 , either USSC or a Shareholder may, by notice to the other, demand arbitration of the matter which shall be settled by final and binding arbitration conducted by a panel of three arbitrators. Within fifteen (15) days after such notice is sent, USSC and the Shareholder shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The decision of the arbitrators as to the validity and amount of any claim shall be binding and conclusive upon the affected parties, and the parties shall be entitled to act in accordance with such
Sample 1

Related to Arbitration of Certain Claims

  • Waiver of Certain Claims The Pledgor acknowledges that because of present or future circumstances, a question may arise under the Securities Act of 1933, as from time to time amended (the “Securities Act”), with respect to any disposition of the Collateral permitted hereunder. The Pledgor understands that compliance with the Securities Act may very strictly limit the course of conduct of the Secured Party if the Secured Party were to attempt to dispose of all or any portion of the Collateral and may also limit the extent to which or the manner in which any subsequent transferee of the Collateral or any portion thereof may dispose of the same. There may be other legal restrictions or limitations affecting the Secured Party in any attempt to dispose of all or any portion of the Collateral under the applicable Blue Sky or other securities laws or similar laws analogous in purpose or effect. The Secured Party may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment only and not to engage in a distribution or resale thereof. The Pledgor agrees that the Secured Party shall not incur any liability, and any liability of the Pledgor for any deficiency shall not be impaired, as a result of the sale of the Collateral or any portion thereof at any such private sale in a manner that the Secured Party reasonably believes is commercially reasonable (within the meaning of Section 9-627 of the Uniform Commercial Code as adopted in the State of Minnesota). The Pledgor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Secured Party shall accept the first offer received and does not offer any portion of the Collateral to more than one possible purchaser. The Pledgor further agrees that the Secured Party has no obligation to delay sale of any Collateral for the period of time necessary to permit the issuer of such Collateral to qualify or register such Collateral for public sale under the Securities Act, applicable Blue Sky laws and other applicable state and federal securities laws, even if said issuer would agree to do so. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, the Secured Party were to place all or any portion of the Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any portion of the Collateral for its own account, or if the Secured Party placed all or any portion of the Collateral privately with a purchaser or purchasers.

  • Waiver of Certain Defenses No action for the enforcement of the lien hereof or of any provision hereof shall be subject to any defense which would not be good and available to the party interposing the same in an action at law upon the Note or any of the other Loan Documents.

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Notification of Certain Matters The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

  • Waiver of Certain Damages To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

  • Presumptions and Effect of Certain Proceedings (a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. (d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

  • Notification of Certain Commission Actions After the date of this Agreement, the Company shall promptly advise the Representative in writing (A) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (B) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus, (C) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending its use or the use of any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus or any issuer free writing prospectus, or (E) of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b), Rule 433 or Rule 462 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Disclaimer of Certain Damages YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH A KIT, COMPANY PROPERTIES OR OUTPUTS, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF KITS, COMPANY PROPERTIES OR OUTPUTS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE OUTPUTS OR COMPANY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

  • Survival of Certain Contract Terms Any provision of this Contract that imposes an obligation on a Party after termination or expiration of this Contract shall survive the termination or expiration of this Contract and shall be enforceable by the other Party.

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