Common use of Arbitration Clause in Contracts

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 6 contracts

Samples: Severance Agreement (Cobalt International Energy, Inc.), Employment Agreement (Cobalt International Energy, Inc.), Employment Agreement (Cobalt International Energy, Inc.)

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Arbitration. Any dispute or controversy arising a. All disputes under or in connection with this Agreement shall be settled exclusively by arbitrationarbitration in Miami, conducted Florida, before an a single arbitrator in Houston, Texas in accordance with pursuant to the National Rules for employment rules of arbitration (the Resolution of Employment Disputes "AAA Rules") of the American Arbitration Association then in effect(the "AAA"). Judgment Arbitration may be commenced at any time by any party hereto giving written notice (the "Arbitration Notice") to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdictionjurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered award to award punitive damages against any the prevailing party to such arbitration. The Company shall bear all administrative fees and expenses (including, without limitation, attorneys' fees and expenses and expenses of the arbitration and each arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall bear its own counsel also be entitled to recover from the non-prevailing party reasonable attorneys' fees (including, without limitation, all such fees, costs and expenses except incident to appellate, bankruptcy and post-judgment proceedings) incurred as otherwise provided in this paragraph. If Employee makes a claim against the Company result of any judicial proceedings relating to the performance of, specific enforcement of this Section 7 or judgment upon the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim award rendered by the Employee”)arbitrator hereunder, in addition to any other relief to which the arbitrators prevailing party may be entitled. For purposes of this Section 7, "attorneys' fees" shall award Employee his reasonable legal fees include, without limitation, paralegal fees, investigative fees, administrative costs and expenses if Employee prevails on one material Covered Claim all other charges billed by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating attorney to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyprevailing party.

Appears in 6 contracts

Samples: Change in Control Agreement (Bankunited Financial Corp), Change in Control Agreement (Bankunited Financial Corp), Change in Control Agreement (Bankunited Financial Corp)

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in HoustonNew York, Texas New York in accordance with the National Rules for the Resolution of Employment Disputes rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; , provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 Sections 6 or 15 7 of this the Agreement and Employee the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (i) lawyers engaged full-time in the practice of law; and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) arbitrator shall be valid, binding, final and non-appealable; , provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company arbitrator shall bear all administrative require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 18, the non-prevailing parties shall be required to pay the reasonable attorney's fees and expenses of the arbitration and prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall bear pay its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal attorney's fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 6 contracts

Samples: Employment Agreement (Dex Media East LLC), Employment Agreement (Dex Media West LLC), Employment Agreement (Dex Media Inc)

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in HoustonNew York, Texas New York in accordance with the National Employment Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided. Notwithstanding the foregoing, however, that (a) the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 VI or 15 VII of this Agreement and Employee the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond, and (b) the Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 7.4(b) of this Agreement and the Company hereby consents that such restraining order or injunction may be granted without requiring the Executive to post a bond. Only individuals who are are: (i) lawyers engaged full-time in the practice of law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 twenty (20) days of the conclusion of the arbitration hearing, the arbitrator(s) arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) arbitrator shall be valid, binding, final and non-appealable; provided , provided, however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company arbitrator shall bear all administrative require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses shall be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 9.9, the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the arbitration and prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall bear pay its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal attorney’s fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 6 contracts

Samples: Employment Agreement (Container Store Group, Inc.), Employment Agreement (Container Store Group, Inc.), Employment Agreement (Container Store Group, Inc.)

Arbitration. Any If any dispute or controversy arising arises under or in connection with this Agreement shall or otherwise which cannot be settled exclusively resolved by arbitrationmutual discussion between the parties, conducted then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in Houston, Texas employment law. Said arbitration will be conducted in accordance with the National Rules for the Resolution of Employment Disputes rules applicable to employment disputes of the American Judicial Arbitration Association then in effectand Mediation Services (“JAMS”) and the law applicable to the claim. Judgment may be entered The parties shall have thirty (30) calendar days after notice of such arbitration has been given to attempt to agree on the arbitration award selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any court having jurisdiction; provided, however, such disputes that the Company shall may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 16(g) is the exclusive and binding remedy for any such dispute and will be entitled to seek a restraining order or injunction in used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by Executive of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles Executive’s obligations under Sections 11, 12, 13 14 or 15 of this Agreement and Employee hereby consents hereof. The parties agree that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion seat of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be validBoston, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationMassachusetts. The Company shall bear all administrative fees and expenses pay the cost of the any arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in brought pursuant to this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; providedexcluding, however, thatthe cost of representation of Executive, upon Employee’s termination unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Neither party nor an arbitrator may disclose the existence, content or results of employment with any arbitration hereunder without the Companyprior written consent of both parties, in no event shall any additional reimbursement except (1) as provided by Section 10 and (2) as may be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyby law.

Appears in 6 contracts

Samples: Employment Agreement (American Well Corp), Employment Agreement (American Well Corp), Employment Agreement (American Well Corp)

Arbitration. Any dispute or controversy arising under or that cannot be resolved by management negotiations as set forth in connection with this Agreement Section 12.2 above shall be settled exclusively resolved through binding arbitration by arbitrationa retired judge or justice from the [AAA][JAMS] panel conducted in San Diego, conducted before an arbitrator in HoustonCalifornia, Texas administered by and in accordance with [AAA’s Commercial Arbitration Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Procedures] (“Arbitration”). Any arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the National field of the dispute. The Parties shall cooperate with one another in selecting the arbitrator within sixty (60) days after Notice of the demand for arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually-acceptable arbitrator, the arbitrator shall be appointed as provided for in [AAA’s Commercial Arbitration Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Procedures]. At the request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the extent the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown. All objections are reserved for the Resolution of Employment Disputes Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown. The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages and the other remedies contemplated by this Agreement. The arbitrator shall prepare in writing and provide to the Parties an award including factual findings and the reasons on which their decision is based. The arbitrator’s award shall be made within nine (9) months of the American Arbitration Association then in effectfiling of the notice of intention to arbitrate (demand) and the arbitrator shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the Parties or by the arbitrator, if necessary. Judgment on the award may be entered on the arbitration award in any court having jurisdiction; provided. The prevailing Party in this dispute resolution process is entitled to recover its costs. Until such award is made, however, the Parties shall share equally in paying the costs of the Arbitration. The arbitrator shall have the authority to grant dispositive motions prior to the commencement of or following the completion of discovery if the arbitrator concludes that there is no material issue of fact pending before the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation arbitrator. The existence, content, and results of any violation of Arbitration hereunder is confidential information that is subject to the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondSection 13.1. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.MISCELLANEOUS

Appears in 5 contracts

Samples: Power Purchase Agreement, Power Purchase Agreement, Green Tariff Power Purchase Agreement

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall All Claims must be exclusively and finally resolved and settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas final and binding arbitration administered by and in accordance with the National Rules for the Resolution of Employment Disputes rules of the American Arbitration Association then (“AAA”) before a single arbitrator who is a member of the AAA. The Parties shall select a mutually acceptable arbitrator knowledgeable about the issues relating to the subject matter of this Agreement. In the event the Parties are unable to agree upon an arbitrator, each Party will select an arbitrator and those two arbitrators shall in effectturn select a third arbitrator, all three of whom shall preside jointly over the matter. Judgment All documents, materials, and information in the possession of each Party that are in any way relevant to the dispute shall be made available to the other Party for review and copying no later than thirty (30) calendar days after the notice of arbitration. The arbitrators shall have no authority to modify any provision of this Agreement or to award punitive damages. The arbitrators shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The arbitration will be held in New York, New York but the Parties may choose for themselves whether to appear in person, by phone, video conferencing, or through the submission of documents. The arbitration will be kept confidential among the Parties, the AAA, and the arbitrator(s), except as required in connection with any enforcement of such award or otherwise required by law. The Parties will pay an equal share of all costs and expenses related to compensation of the arbitrator, the site, and any administrative fees, except for that the award rendered by the arbitrator may include the costs and expenses of arbitration and reasonable costs for expert and other witnesses. In any action arising hereunder or any separate action pertaining to a specific Claim, the prevailing party shall be awarded reasonable attorneys’ fees and costs, including in arbitration, mediation, trial, and any appeal. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all Parties, and may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction jurisdiction. Notwithstanding the foregoing, any dispute as to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 enforceability of this Agreement and Employee hereby consents that such restraining order arbitration provision or injunction may be granted without requiring the Company its applicability to post a bond. Only individuals who are on the AAA register of arbitrators specific Claim shall be selected as adjudicated by a state or federal court located within New York, New York, and not by an arbitrator. Within 20 days During the continuance of the conclusion of the any arbitration hearingproceeding, the arbitrator(s) Parties shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered continue to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or perform their respective obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyAgreement.

Appears in 5 contracts

Samples: Product Supply and Distribution Agreement, Product Supply and Distribution Agreement, Product Supply and Distribution Agreement

Arbitration. Any dispute Disputes subject to mandatory or controversy arising elective arbitration under or in connection with the provisions of this Agreement shall will be settled exclusively by arbitration, conducted before an submitted to a single arbitrator in Houston, Texas in accordance with pursuant to the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then or pursuant to such other provider of arbitration services or rules as the Parties may agree. The arbitrator shall be knowledgeable of telecommunications issues. Each arbitration will be held in effectDallas, Texas (SBC-SWBT); Chicago, Illinois (SBC-AMERITECH), San Francisco, California (PACIFIC); Reno, Nevada (NEVADA); or New Haven, Connecticut (SNET), as appropriate, unless the Parties agree otherwise. Judgment The arbitration hearing will be requested to commence within sixty (60) calendar days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) calendar days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, Consequential Damages, multiple damages, or any other damages not measured by the prevailing Party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. The times specified in this Section may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered on in any court having jurisdiction thereof. Judgment upon the arbitration award rendered by the arbitrator may be entered in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 5 contracts

Samples: Interconnection Agreement, Interconnection Agreement, Interconnection Agreement

Arbitration. Any dispute or controversy arising arbitration under this Agreement shall take place at a location to be agreed by the Parties; provided, however, that in the event that the Parties are unable to agree on a location for an arbitration under this Agreement within five (5) days of the demand therefor, such arbitration shall be held in New York, New York if HPA is the Party that first demanded such arbitration or in connection with London, England if Emergent is the Party that first demanded such arbitration. Any arbitration under this Agreement shall be settled exclusively administered by arbitration, conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association under its Commercial Arbitration Rules then in effecteffect (the “AAA Rules”). Judgment may be entered The Parties shall appoint an arbitrator by mutual agreement. If the Parties cannot agree on the arbitration award appointment of an arbitrator within thirty (30) days of the demand for arbitration, an arbitrator shall be appointed in accordance with AAA Rules. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any court having jurisdictionjudicial proceeding instituted to resolve the Dispute submitted to such arbitration in accordance with this Agreement; provided, however, that the Company arbitrator shall be entitled not have the power to seek a restraining order alter, amend or injunction in any court of competent jurisdiction to prevent any violation otherwise affect the terms or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction Agreement. Judgment upon any award rendered pursuant to this Section may be granted without requiring entered by any court having jurisdiction over the Company to post a bondParties other assets. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the The arbitrator shall not be empowered have no authority to award punitive or any other type of damages against any party to such arbitrationnot measured by a Party’s compensatory damages. The Company shall bear all administrative fees and expenses of the arbitration and each party Each Party shall bear its own counsel costs and expenses and attorneys’ fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against an equal share of the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal arbitrator’s fees and any administrative fees of arbitration, unless the arbitrator shall otherwise allocate such costs, expenses if Employee prevails on one material Covered Claim by and fees between the Employee (as determined by the arbitrator)Parties. If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided The Parties agree that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 all arbitration awards shall be made not later than final and binding on the close of Employee’s taxable year following Parties and their Affiliates. The Parties hereby waive the taxable year right to contest the award in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment court or other forum. Except to the extent such payment delay is necessary to confirm an award or as may be required under Section 409A(a)(2)(B)(i) by law, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the Codeprior written consent of both Parties. In no event shall any reimbursement an arbitration be made to Employee for such fees and expenses incurred initiated after the date that is 10 years after when commencement of a legal or equitable proceeding based on the date dispute, controversy or claim would be barred by the applicable English statute of Employee’s termination of employment with the Companylimitations.

Appears in 4 contracts

Samples: Vaccine License Agreement (Emergent BioSolutions Inc.), Rbot Vaccine Development Agreement (Emergent BioSolutions Inc.), Rbot Vaccine License Agreement (Emergent BioSolutions Inc.)

Arbitration. Any After the procedure set forth in paragraph 36.2, if one of the Parties or one of the signatories considers there are conditions for an amicable solution to the dispute or controversy arising under or referred to in connection with this Agreement shall be settled exclusively by arbitrationsuch paragraph, conducted before an arbitrator in Houstonit may submit such issue to arbitration ad hoc, Texas in accordance with using the National Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered United Nations Commission on International Trade Law – UNCITRAL as a parameter, according to the arbitration award in any court having jurisdiction; provided, however, that following precepts: the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected appointed as determined by the Arbitration Rules of UNCITRAL; three arbitrators shall be appointed. Each interested party shall choose an arbitrator. Within 20 days The two arbitrators so appointed shall designate the third arbitrator, who shall preside over the panel; upon agreement of the conclusion interested parties, a sole arbitrator may be appointed in the events the amounts involved are not high; the city of the arbitration hearingRio de Janeiro, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) Brazil, shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses seat of the arbitration and each party the place where the arbitration award is rendered; the language of the arbitration proceeding shall bear its own counsel fees and expenses except as otherwise provided in this paragraphbe the Portuguese. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations ofHowever, the Company arising underinterested parties may support the proceeding with testimonies or documents in any other language, relating to or in connection if the arbitrators so decide, with this Agreement (no need for a “Covered Claim sworn translation; any and all expenses required for installation and development of the arbitration, such as costs and advance payment of arbitrator’s and expert’s fees, shall be exclusively borne by the Employee”)Contractor. The Contracting Party shall reimburse such amounts only upon a final conviction, as decided by the arbitrators; on the merits, the arbitrators shall decide based on the Brazilian laws; the arbitration award Employee his reasonable legal fees shall be final and expenses if Employee prevails on one material Covered Claim its content shall bind the interested parties. Any amounts possibly payable by the Employee (as determined Contracting Party or ANP shall be paid off by a special judicial order, except in the arbitrator). If a claim is made by event of administrative acknowledgement of the Company against Employee relating to the performance of, request; and if preliminary injunctions or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”)urgent protective measures are required before arbitration, the arbitrators shall award Employee his reasonable legal fees interested Party may request them directly from the Judiciary Branch, based on the Applicable Laws and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11Regulations, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 they shall be made cancelled if arbitration is not later than the close filed within thirty (30) days of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination effectiveness of employment the decision. The interested parties may, by mutual agreement, choose to file the arbitration with the International Court of Arbitration of the International Chamber of Commerce or with another notoriously recognized, reputable arbitration panel, according to the extent such payment delay is required under Section 409A(a)(2)(B)(i) rules of the Codechamber chosen, provided that the provisions of sub-items “b” to “i” of paragraph Erro! Fonte de referência não encontrada. In no event are observed. The interested parties shall any reimbursement have thirty (30) days to choose the arbitration panel. Upon disagreement, the arbitration panel shall be made defined by the Contracting Party. If the dispute or controversy involves only entities forming part of the Federal Public Administration, the issue may be submitted to Employee for such fees the Chamber of Conciliation and expenses incurred after Arbitration of the date Federal Administration – CCAF of the Office of the Attorney General of the Union. The Parties hereby represent to be aware that the arbitration addressed by this Section refers exclusively to disputes arising from the Agreement or related thereto and is 10 years after intended to settle only litigations related to the date of Employee’s termination of employment with the Companyequity rights available, under Law No. 9,307/1996.

Appears in 4 contracts

Samples: Consortium Agreement, Consortium Agreement, Consortium Agreement

Arbitration. Any dispute or controversy arising under or in connection with this Agreement hereunder shall be settled exclusively by arbitration, conducted binding arbitration before an a single arbitrator in Houston, Texas in accordance with the National Rules of Procedure for Arbitration of the American Health Lawyers Association (AHLA) Alternative Dispute Resolution Service, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Such arbitration shall occur in the city where Practice is located within sixty (60) days after a party gives notice to the other party of Employment Disputes its election to trigger this arbitration clause. The arbitrator shall be chosen in accordance with the rules of the AHLA Alternative Dispute Resolution Service then in effect. If the AHLA Alternative Dispute Resolution Service is no longer in effect, then the arbitration shall be conducted as set out above by the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association then in effect. Judgment The arbitrator may be entered on award attorneys’ fees and costs to the arbitration award in any court having jurisdiction; provided, however, that prevailing party. The parties shall share the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation costs of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondarbitrator equally between them. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each Each party shall bear its own counsel fees expenses of preparation for and expenses except participation in arbitration. The statute of limitations applicable to any claim shall be determined as otherwise provided if such claim were being asserted in the State where Practice is located, and such statute of limitations shall apply to preclude arbitration of any claim hereunder not brought within the applicable limitation period. Notwithstanding anything herein to the contrary, the parties reserve the right to proceed at any time in any court having jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) all rights of self-help, including peaceful occupation of real property and collection of rents, set off, and peaceful possession of personal property, (ii) pre-judgment garnishment or attachment of property, (iii) a preliminary injunction or temporary restraining order to preserve the status quo or to enforce a party’s rights under any provision set forth herein, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of the arbitrator to grant similar remedies that may be requested by a party in a dispute. The agreement to arbitrate set forth in this paragraph. If Employee makes a claim against Section may only be enforced by the Company relating parties to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim and their permitted successors and assigns, shall survive the termination or breach of this Agreement, and shall be construed pursuant to and governed by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) provisions of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyFederal Arbitration Act, 9 U.S.C. §1, et seq.

Appears in 4 contracts

Samples: Physician Shareholder Agreement (Apollo Medical Holdings, Inc.), Physician Shareholder Agreement (Apollo Medical Holdings, Inc.), Physician Shareholder Agreement (Apollo Medical Holdings, Inc.)

Arbitration. Any controversy, dispute or controversy claim (collectively, a "DISPUTE") between the parties arising under out of or in connection with relating to this Agreement Agreement, or the breach, termination or validity thereof, shall be finally settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas arbitration in accordance with the National Rules for the Resolution of Employment Disputes commercial arbitration rules of the American Arbitration Association ("AAA") then pertaining. However, in effectall events, these arbitration provisions shall govern over any conflicting rules that may now or hereafter be contained in the AAA rules. Judgment The arbitration shall be held in the State of New York unless the parties mutually agree to have the arbitration held elsewhere, and judgment upon the award made therein may be entered on the arbitration award in by any court having jurisdictionjurisdiction in the State of New York; provided, provided however, that the Company nothing contained in this Article XVII shall be entitled construed to seek limit or preclude a restraining order or injunction party from bringing any action in any court of competent jurisdiction for injunctive or other provisional relief to prevent any violation or continuation of any violation compel another party to comply with its obligations under this Agreement during the pendency of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction arbitration proceedings. Any judgment upon the award rendered by the arbitrators may be granted without requiring entered in any court having jurisdiction over the Company subject matter hereof. The arbitrator shall have the authority to post grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve any claim hereunder. Any such arbitration will be conducted before a bond. Only individuals single arbitrator who are on the AAA register of arbitrators shall be selected chosen by agreement of the parties, or, if the parties cannot agree, in accordance with the rules of the AAA. The arbitrator shall permit such discovery as an he shall determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. Any such discovery shall be limited to information directly related to the controversy or claim in arbitration and shall be concluded within sixty (60) days after appointment of the third arbitrator. Within 20 days The substantially prevailing party in any arbitration hereunder, as determined by the arbitrator, shall be entitled to an award of a percentage of its reasonable costs incurred in connection therewith, including attorneys' fees, determined by dividing the amount actually awarded to the prevailing party by the amount claimed by the prevailing party. For any Dispute submitted to arbitration, the burden of proof will be as it would be if the claim were litigated in a judicial proceeding. Upon the conclusion of the any arbitration hearingproceedings hereunder, the arbitrator(s) shall prepare written arbitrator will render findings of fact and conclusions of law. It is mutually agreed that law and a written opinion setting forth the written basis and reasons for any decision reached and will deliver such documents to each party to this Agreement along with a signed copy of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationaward. The Company shall bear all administrative fees and expenses arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of the these arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, provisions or the rights and obligations of, the Company arising under, relating to or in connection with provisions of this Agreement (a “Covered Claim by the Employee”), the arbitrators and shall award Employee make his reasonable legal fees decision based on and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment accordance with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date provisions of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companythis Agreement.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Acc Acquisition LLC), Asset Purchase Agreement (Dobson Communications Corp), Asset Purchase Agreement (American Cellular Corp /De/)

Arbitration. Any dispute or controversy arising under The parties hereto agree that any and all disputes, complaints, controversies, claims and grievances, in law or in equity, arising under, out of, in connection with, or in any manner related to this Agreement, Executive’s employment with this Agreement the Company or the termination of Executive’s employment with the Company, including without limitation, claims alleging breach of contract, common law claims, tort claims or claims under any statutes or other laws (collectively, the “Disputes” and singularly a “Dispute”), shall be settled exclusively resolved to the fullest extent permitted by arbitrationlaw, conducted by confidential final, binding arbitration pursuant to the Mumbai Centre for International Arbitration Rules of arbitration before an a panel of three (3) arbitrators. Each party shall nominate one (1) arbitrator each and the third arbitrator shall be appointed by the two (2) arbitrators nominated by the Parties. The third arbitrator shall be someone who was a former Justice of the Supreme Court of India or a former Judge of a High Court within India. Arbitration proceedings shall be held in HoustonBangalore, Texas in accordance with India. The arbitrators shall (a) have the National Rules authority to compel adequate discovery for the Resolution of Employment Disputes resolution of the American Arbitration Association then in effectdispute and to award relief as would otherwise be permitted by applicable law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that Both Executive and the Company shall be entitled to seek all rights and remedies that either Executive or the Company would be entitled to pursue in a restraining order or injunction court of law. The award rendered by the arbitrators shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The fees of competent jurisdiction to prevent any violation or continuation of any violation of arbitration and the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion cost of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall proceedings including but not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating limited to the performance ofarbitrator’s costs, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim costs, shall be borne by the Employee (as determined by the arbitrator)unsuccessful party. If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator)EXECUTIVE AND THE COMPANY AGREE THAT THE FOREGOING DISPUTE RESOLUTION PROCEDURE SHALL BE THE EXCLUSIVE MEANS OF RESOLVING ANY DISPUTE AND THAT NO OTHER ACTION WILL BE BROUGHT BY EXECUTIVE OR THE COMPANY IN ANY COURT OR OTHER FORUM RELATING TO A DISPUTE. Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyTHIS AGREEMENT IS A WAIVER OF ALL RIGHTS TO A CIVIL COURT ACTION.

Appears in 4 contracts

Samples: Executive Employment Agreement (Infosys LTD), Executive Employment Agreement (Infosys LTD), Limited Executive Employment Agreement

Arbitration. Any dispute If either the Provider Party or controversy arising under or the Administrator Party wishes to pursue the Dispute as provided in connection with this Agreement Section 6.1, such party shall be settled exclusively by arbitration, submit it to binding arbitration conducted before an arbitrator in Houston, Texas in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then (“AAA”). In no event may any arbitration be initiated more than one (1) year following, as applicable, the end of the sixty (60) day negotiation period set forth in effectSection 6.1, or the date of notice of termination. Arbitration proceedings shall be conducted by an arbitrator chosen from the National Healthcare Panel at a mutually agreed upon location within the State. The arbitrator shall not award any punitive or exemplary damages of any kind, shall not vary or ignore the provisions of this Agreement, and shall be bound by controlling law. The Parties, CCHN and the Contracted Providers, on behalf of themselves and those that they may now or hereafter represent, agree to and do hereby waive any right to pursue, on a class basis, any Dispute. Each of the Provider Party and the Administrator Party shall bear its own costs and attorneys’ fees related to the arbitration except that the AAA’s Administrative Fees, all Arbitrator Compensation and travel and other expenses, and all costs of any proof produced at the direct request of the arbitrator shall be borne equally by the applicable parties, and the arbitrator shall not have the authority to order otherwise. The existence of a Dispute or arbitration proceeding shall not in and of itself constitute cause for termination of this Agreement. Except as hereafter provided, during an arbitration proceeding, each of the Provider Party and the Administrator Party shall continue to perform its obligations under this Agreement pending the decision of the arbitrator. Nothing herein shall bar either the Provider Party or the Administrator Party from seeking emergency injunctive relief to preclude any actual or perceived breach of this Agreement, although such party shall be obligated to file and pursue arbitration at the earliest reasonable opportunity. Judgment on the award rendered may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company jurisdiction thereof. Nothing contained in this Article VI shall be entitled limit a Party’s right to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of terminate this Agreement and Employee hereby consents that such restraining order with or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided cause in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection accordance with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company7.2.

Appears in 4 contracts

Samples: Participating Provider Agreement, Participating Provider Agreement, Participating Provider Agreement (Carolina Complete Health Network, Inc.)

Arbitration. Any controversy, dispute or controversy claim arising under or in connection with out of this Agreement or the refusal by any party hereto to perform the whole or any part thereof, shall be settled exclusively determined by arbitration, conducted before an arbitrator in Houstonthe City of Columbus, Texas Franklin County, Ohio, in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then or any successor organization, except as otherwise set forth in effectthis Section 9.10. Judgment may The party demanding arbitration shall serve notice in writing upon all other parties hereto, setting forth in detail the controversy, dispute or claim with respect to which arbitration is demanded, and the parties shall thereupon endeavor to agree upon an arbitration board, which shall consist of three members (“Arbitration Board”). If all the parties hereto fail so to agree within a period of thirty (30) days from the original notice, the party demanding arbitration may, by written notice to all other parties hereto, direct that any members of the Arbitration Board that have not been agreed to by the parties shall be entered on selected by the arbitration award American Arbitration Association, or any successor organization. No person shall be eligible for appointment to the Arbitration Board who is an officer, employee, shareholder of or otherwise interested in any court having jurisdictionof the parties hereto or in the matter sought to be arbitrated. The Arbitration Board shall afford adequate opportunity to all parties hereto to present information with respect to the controversy, dispute or claim submitted to arbitration and may request further information from any party hereto; provided, however, that the Company parties hereto may, by mutual agreement, specify the rules which are to govern any proceeding before the Arbitration Board and limit the matters to be considered by the Arbitration Board, in which event the Arbitration Board shall be entitled to seek a restraining order governed by the terms and conditions of such agreement. The determination or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation award of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators Arbitration Board shall be selected as an arbitrator. Within 20 days made upon a determination of a majority of the conclusion members thereof. The findings and award of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) Arbitration Board shall be valid, binding, final and non-appealable; provided howeverconclusive with respect to the controversy, that dispute or claim submitted for arbitration and shall be binding upon the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses hereto, except as otherwise provided in this paragraphby law. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall The award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event Arbitration Board shall any reimbursement be made to Employee for such fees specify the manner and expenses incurred after extent of the date that is 10 years after division of the date costs of Employee’s termination of employment with the Company.arbitration proceeding among the parties hereto

Appears in 4 contracts

Samples: Inter Company Power Agreement (Appalachian Power Co), Inter Company Power Agreement (Ohio Power Co), Inter Company Power Agreement (Columbus Southern Power Co /Oh/)

Arbitration. Any dispute or controversy arising under or in connection with this Agreement Arbitration proceedings shall be settled exclusively conducted under the Rules of Commercial Arbitration of the AAA (the "Rules"). A Member may withdraw from the Member Dispute by signing an agreement to be bound by the results of the arbitration. A Member who withdraws shall have no further right to participate in the Member Dispute. The arbitration panel shall consist of one arbitrator. The Members shall select one neutral third party AAA arbitrator (the "Arbitrator") with expertise in the area that is in dispute. If an Arbitrator has not been selected within five (5) business days thereafter, conducted before then an arbitrator in Houston, Texas Arbitrator shall be selected by the AAA in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then AAA. The arbitration proceeding shall be held in effectthe city that is the company’s principal place of business or such other place as agreed by the Arbitrator and all of the Members. Judgment Any arbitrator who is selected shall disclose promptly to the AAA and to both parties any financial or personal interest the arbitrator may be entered on have in the result of the arbitration award and/or any other prior or current relationship, or expected or discussed future relationship, with the Members or their representatives. The arbitrator shall promptly conduct proceedings to resolve the dispute in question pursuant to the then existing Rules. To the extent any court having jurisdiction; providedprovisions of the Rules conflict with any provision of this Section, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11this Section shall control. In any final award and/or order, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on arbitrator shall apportion all the AAA register of arbitrators costs (other than attorney's fees which shall be selected borne by the party incurring such fees) incurred in conducting the arbitration in accordance with what the arbitrator deems just and equitable under the circumstances. Discovery shall not be permitted in such arbitration except as an arbitrator. Within 20 days allowed by the rules of arbitration, or as otherwise agreed to by all the parties of the conclusion Member Dispute. Notwithstanding, the Members agree to make available to one another and to the arbitrator, for inspection and photocopying, all documents, books and records, if determined by the arbitration panel to be relevant to the dispute, and by making available to one another and to the arbitration panel personnel directly or indirectly under their control, for testimony during hearings if determined by the arbitration panel to be relevant to the dispute. The Members agree, unless undue hardship exists, to conduct arbitration hearings to the greatest extent possible on consecutive business days and to strictly observe time periods established by the Rules or by the arbitrator for the submission of evidence and of briefs. Unless otherwise agreed to by the Members, a stenographic record of the arbitration hearingproceedings shall be made and a transcript thereof shall be ordered for each Member, with each party paying an equal portion of the arbitrator(s) total cost of such recording and transcription. The arbitrator shall prepare written findings have all powers of fact law and conclusions equity, which it can lawfully assume, necessary to resolve the issues in dispute including, without limiting the generality of lawthe foregoing, making awards of compensatory damages, issuing both prohibitory and mandatory orders in the nature of injunctions and compelling the production of documents and witnesses for presentation at the arbitration hearings on the merits of the case. It is mutually agreed that the written The arbitration panel shall neither have nor exercise any power to act as amicable compositeur or ex aequo et xxxx; or to award special, indirect, consequential or punitive damages. The decision of the arbitrator(s) arbitration panel shall be validin written form and state the reasons upon which it is based. The statutory, bindingcase law and common law of the State of Delaware shall govern in interpreting their respective rights, final obligations and non-appealableliabilities arising out of or related to the transactions provided for or contemplated by this Agreement, including without limitation, the validity, construction and performance of all or any portion of this Agreement, and the applicable remedy for any liability established thereunder, and the amount or method of computation of damages which may be awarded, but such governing law shall not include the law pertaining to conflicts or choice of laws of Delaware; provided however, that should the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses refer a dispute arising out of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with an ancillary agreement or an agreement between some or all of the Members which specifically references this Agreement Article, then the statutory, case law and common law of the State whose law governs such agreement (a “Covered Claim except the law pertaining to conflicts or choice of law) shall govern in interpreting the respective rights, obligations and liabilities of the parties arising out of or related to the transactions provided for or contemplated by such agreement, including, without limitation, the validity, construction and performance of all or any portion of such agreement, and the applicable remedy for any liability established thereunder, and the amount or method of computation of damages which may be awarded. Any action or proceeding subsequent to any Award rendered by the Employee”)arbitrator in the Member Dispute, the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by including, but not limited to, any action to confirm, vacate, modify, challenge or enforce the arbitrator). If 's decision or award shall be filed in a claim is made by court of competent jurisdiction in the Company against Employee relating to same county where the performance ofarbitration of the Member Dispute was conducted, or the rights and obligations of, Employee arising under, relating to or Delaware law shall apply in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companysubsequent action or proceeding.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Operating Agreement

Arbitration. Any Except as provided in 8.3, any controversy, dispute or controversy claim arising out of or relating to this Agreement or breach thereof shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation within [30] days of the controversy, dispute or claim arising, the parties agree to attempt in good faith to settle the dispute by mediation administered by JAMS upon a reference being made within [ 15 ] days of the expiry of the aforesaid period of [30] days. If the parties are unsuccessful at resolving the dispute through mediation within [ 45 ] days of reference of the dispute to mediation, the parties agree to binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures. Any such arbitration shall be held in Orange County, California. The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of JAMS. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Parties an opportunity, adequate in the sole judgment of the arbitrator to discover relevant information from the opposing Parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any indemnification claim in any Indemnification Demand or as to any other matter under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator subject to the limitations set forth in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that final, binding and conclusive upon the Parties. All such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators decisions shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) written and shall prepare be supported by written findings of fact and conclusions of lawwhich shall set forth the award, judgment, decree or order awarded by the arbitrator. It is mutually agreed that All payments required by the written arbitrator shall be made within thirty days after the decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that arbitrator is rendered. Judgment upon any award rendered by the arbitrator shall not may be empowered to award punitive damages against entered in any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companycourt having jurisdiction.

Appears in 4 contracts

Samples: Consulting Agreement (Caneum Inc), Consulting Agreement (Caneum Inc), Consulting Agreement (Caneum Inc)

Arbitration. Any dispute controversies or controversy disputes arising under out of or in connection with relating to this Agreement shall be settled exclusively resolved by arbitration, conducted before an arbitrator in Houston, Texas binding arbitration in accordance with the National then-current Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in effectturn shall select a third arbitrator, all three of whom shall preside jointly over the matter. Judgment The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered on in conformity with the arbitration award decision in any court having jurisdiction; provided, however, that the Company . The agreement to arbitration shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation specifically enforceable under the prevailing arbitration law. During the continuance of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingproceeding, the arbitrator(s) parties shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered continue to award punitive damages against any party to such arbitrationperform their respective obligations under this Agreement. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses to the prevailing party, if Employee prevails on one material Covered Claim by the Employee (any, as determined by the arbitrator)arbitrators, all of its costs and fees. If a claim is made by the Company against Employee relating to the performance of, or the rights “Costs and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall fees” mean all reasonable pre-award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such fees as copying and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companytelephone, court costs, witness fees, and attorneys’ fees.

Appears in 4 contracts

Samples: Purchase Agreement (Monaker Group, Inc.), Platform Purchase Agreement (Monaker Group, Inc.), Purchase Agreement (Monaker Group, Inc.)

Arbitration. Any dispute You and Oaktree acknowledge and agree that, to the extent permitted by law, any and all disputes, claims or controversy controversies arising under out of or relating to the hiring process, your employment relationship with any member of the Oaktree Group or the termination of that employment relationship (including any claims for harassment, retaliation, or discrimination pursuant to Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination in connection with this Agreement Employment Act, or any similar provision of state or federal statutory or common law) shall be settled exclusively by arbitrationsubmitted to final and binding arbitration before Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitration shall take place in Los Angeles, California, and shall be conducted before an arbitrator in Houston, Texas in accordance with the National provisions of JAMS Employment Arbitration Rules and Procedures, or any similar successor, in effect at the time of filing of the demand for arbitration. The arbitration shall be held before and decided by a single neutral arbitrator, experienced in employment matters. You and Oaktree agree to participate in the arbitration in good faith. The arbitrator shall have the power to award any appropriate remedy allowed by applicable law, but shall not have power to modify the provisions of this Section 9(h), to make an award or impose a remedy that is not available to a court of general jurisdiction sitting in the State of California, and the jurisdiction of the arbitrator is limited accordingly. Unless otherwise determined by the arbitrator, the fees and costs of the arbitrator and the arbitration (but not the parties’ respective individual costs of conducting the arbitration) shall be borne equally by Oaktree and you; provided, that Oaktree shall pay a greater portion (including, if required, all) of the fees and costs of the arbitrator and the arbitration where required by applicable law. The arbitrator shall apply California substantive law, including any applicable statutes of limitation. Adequate discovery shall be permitted by the arbitrator consistent with applicable law and the objectives of arbitration. The award of the arbitrator, which shall be in writing summarizing the basis for the Resolution of Employment Disputes of decision, shall be final and binding upon the American Arbitration Association then in effect. Judgment parties (subject only to limited review as required by law) and may be entered on the arbitration award as a judgment in any court having competent jurisdiction, and the parties hereby consent to the jurisdiction of the courts of the State of California. The details, existence and outcome of any such arbitration and any information obtained in connection with any such arbitration (including any discovery taken in connection with such arbitration) shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to, or witness in, the arbitration; provided, howeverthat a party may make such disclosures as are required by applicable law or legal process; provided, further that a party may make such disclosures to its attorneys, accountants or other agents and representatives who reasonably need to know the Company shall be entitled disclosed information in connection with any arbitration pursuant to seek this Section 9(h) and who are obligated to keep such information confidential to the same extent as such party. If either you or Oaktree, as the case may be, receives a restraining order subpoena or injunction in any court of competent jurisdiction to prevent any violation or continuation other request for information from a third party that seeks disclosure of any violation of information that is required to be kept confidential pursuant to the provisions of Articles 11immediately preceding sentence, 12, 13 or 15 of this Agreement and Employee hereby consents otherwise believes that such restraining order or injunction it may be granted without requiring required to disclose any such information, you or Oaktree, as the Company to post a bond. Only individuals who are on case may be, shall (i) promptly notify the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any other party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each (ii) reasonably cooperate with such other party shall bear its own counsel fees and expenses except as in taking any legal or otherwise provided in this paragraphappropriate actions, including the seeking of a protective order, to prevent the disclosure or otherwise protect the confidentiality, of such information. If Employee makes a claim against To the Company relating to extent necessary, disclosure of the performance of, or the rights and obligations of, the Company arising under, relating to or EVU Award may be made in connection with this Agreement (a “Covered Claim by enforcement of such award. For the Employee”)avoidance of doubt, the arbitrators you and Oaktree agree and acknowledge that future agreements or contracts between you and Oaktree may include arbitration provisions governing disputes, claims or controversies that shall award Employee his reasonable legal fees be separate and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating distinct from any arbitration pursuant to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company9(h).

Appears in 4 contracts

Samples: Brookfield Oaktree Holdings, LLC, Oaktree Capital Group, LLC, Oaktree Capital Group, LLC

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in HoustonDenver, Texas Colorado in accordance with the National Rules for the Resolution of Employment Disputes rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided. Notwithstanding the foregoing, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11Sections 6, 12, 13 7 or 15 8 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondAgreement. Only individuals who are are: (i) lawyers engaged full-time in the practice of law and (ii) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 twenty (20) days of the conclusion of the arbitration hearing, the arbitrator(s) arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) arbitrator shall be valid, binding, final and non-appealable; provided provided, however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company arbitrator shall bear all administrative require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 11.9, the non-prevailing parties shall be required to pay the reasonable attorney’s fees and expenses of the arbitration and prevailing parties, except that if in the opinion of the court or arbitrator deciding such action there is no prevailing party, each party shall bear pay its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal attorney’s fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 4 contracts

Samples: Employment Agreement (Local Insight Regatta Holdings, Inc.), Employment Agreement (Local Insight Regatta Holdings, Inc.), Employment Agreement (Local Insight Regatta Holdings, Inc.)

Arbitration. Any The Participant hereby agrees to submit any dispute or controversy arising under or from participation in connection with this Agreement the Activities to arbitration, for the sole purpose of determining whether the alleged injury arises from a risk inherent in the Activities. For such disputes, there shall be settled exclusively a three-member arbitration panel, consisting of two party-appointed arbitrators (one arbitrator to be appointed by arbitration, conducted before an each party) and one neutral arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing(collectively, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a Covered Claim by the EmployeePanel”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim to be chosen by the Employee (as determined party-appointed arbitrators. In the event that the two party-appointed arbitrators are not able to agree on a third, neutral arbitrator, the neutral arbitrator shall be appointed by the United States District Court, for the District of Connecticut. Each party shall pay its own costs, including the costs associated with the party-appointed arbitrators, and the parties shall share equally the costs associated with the neutral arbitrator). If a claim is made The arbitration proceeding shall proceed in West Hartford, Connecticut and shall be governed by the Company against Employee relating Federal Rules of Evidence. The Panel shall establish a reasonable and appropriate discovery schedule to expeditiously resolve this matter. In the event that the Panel determines the alleged injury arises from a risk inherent in the Participant’s participation in the Activities, the claim shall be deemed barred, as a matter of law, and the Participant shall be barred from recovering any compensation from the Facility and/or the Learning Center. In the event that the Panel determines the alleged injury did not arise from a risk inherent in the Activities, the Participant shall proceed to the performance ofSuperior Court of Connecticut, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”)if appropriate, the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by United States District Court, for the Company relates to Employee’s performance District of Connecticut, for a trial de novo. I/WE HAVE READ THE ABOVE WAIVER AND RELEASE, UNDERSTAND THAT I/WE HAVE GIVEN UP SUBSTANTIAL RIGHTS BY SIGNING IT, HAVE NOT CHANGED IT ORALLY, AND SIGN IT VOLUNTARILY. Participants Name: Signature of Parent or obligations under Articles 11, 12, 13 Legal Guardian Date Printed Name of Parent or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.Legal Guardian Emergency Contact Phone Number

Appears in 4 contracts

Samples: www.mohawkmtn.com, www.mohawkmtn.com, www.mohawkmtn.com

Arbitration. Any dispute Except as otherwise provided in Section 17, any controversy or controversy claim between the Company or any of its affiliates and the Executive arising under out of or in connection with relating to this Agreement or its termination or any other dispute between the parties, whether arising in tort, contract, or pursuant to a statute, regulation, or ordinance now in existence or which may in the future be enacted or recognized will be settled and determined by a single arbitrator whose award will be accepted as final and binding upon the parties. The arbitration shall be settled exclusively by arbitrationconducted in Chicago, conducted before an arbitrator in Houston, Texas Illinois and in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then (“AAA”) Employment Arbitration Rules in effecteffect at the time such arbitration is properly initiated. To the extent that any of the AAA rules or anything in the Agreement conflicts with any arbitration procedures required by applicable law, the arbitration procedures required by applicable law shall govern. The costs of the arbitration, including administrative fees and fees charged by the arbitrator, will be borne by the Company. Each party will bear its or his own travel expenses and attorneys’ fees: provided, however that the arbitrator (i) shall award attorneys’ fees to the Executive with respect to any claim for breach of this Agreement on which he is the prevailing party and may award attorneys’ fees to the Executive as otherwise allowed by law and (ii) shall award attorneys’ fees to the Company with respect to any claim brought under Section 17 on which it is the prevailing party and may award attorneys’ fees to the Company with respect to any other claim on which it is the prevailing party and it is determined by the arbitrator that such claim by the Executive was frivolous in that it presented no colorable arguments for recovery; but the maximum amount of attorneys’ fees that may be awarded to the Company other than with respect to any claim brought under Section 17 shall not exceed one hundred thousand dollars ($100,000). The arbitration shall be instead of any civil litigation; and the Executive hereby waives any right to a jury trial. The arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. In any situation in which emergency injunctive relief may be necessary, either party may seek such relief from a court until such time as the arbitrator is able to address the matter covered by this Section 21. Both parties agree that the state and federal courts located in Chicago, Illinois, will be the sole venue for any such action involving emergency injunctive relief, and the parties submit to personal jurisdiction in these courts for this purpose. Judgment upon any award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companythereof.

Appears in 3 contracts

Samples: Employment Agreement (Apollo Group Inc), Agreement (Apollo Group Inc), Agreement (Apollo Group Inc)

Arbitration. Any dispute or controversy The sole and exclusive method for resolving all disputes under, arising under out of, related to, or in connection with this Agreement shall be settled exclusively binding arbitration in Atlanta, Georgia, in a proceeding administered by arbitration, conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes Atlanta Office of the American Arbitration Association then (“AAA”) in effectaccordance with the Commercial Dispute Resolution and Procedures of the Arbitration Rules of the AAA (the “Rules”). Judgment may The arbitration shall be entered on conducted by a single arbitrator jointly appointed by the arbitration award in any court having jurisdictionparties; provided, however, that if the Company parties fail after good faith negotiation to agree on the arbitrator within thirty (30) days after one party’s call for arbitration, the arbitrator shall be appointed by the AAA in accordance with the Rules. Disputes about arbitration procedure shall be resolved by the arbitrator. The arbitrator may proceed to an award notwithstanding the failure of either party to participate in the proceedings. Discovery shall be limited to mutual exchange of documents relevant to the dispute, controversy or claim; more than two depositions per party shall not be permitted unless the parties otherwise agree or unless compelling need is demonstrated to the arbitrator. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute and to provide for security for a prospective monetary award. The arbitrator shall render his decision within thirty (30) days following the date of the initial evidentiary hearing and shall set forth a statement of facts, his conclusions of law, and his reasoning in writing. The prevailing party shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of recover from the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided howeverprevailing party, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator), all of its costs and expenses, including reasonable fees and costs of attorneys and experts and the fees and costs of the arbitrator. If The decision of the arbitrator shall be final and binding. The prevailing party shall be entitled to apply to, and obtain from, a claim is made by court or tribunal having jurisdiction, an order enforcing the arbitrator’s decision. Notwithstanding anything contained in this Section 23 to the contrary, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights through reformation of contract, specific performance, injunction or similar equitable relief, and this Section 23 shall not limit the remedies granted the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”Section 7(k), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 3 contracts

Samples: Employment Agreement (Cumulus Media Inc), Employment Agreement (Cumulus Media Inc), Employment Agreement (Cumulus Media Inc)

Arbitration. Any Employee shall submit any dispute or controversy claim arising under from or in connection with this relating to the Agreement shall that cannot be settled exclusively resolved to mandatory and binding arbitration administered by arbitration, conducted before an arbitrator the American Arbitration Association (“AAA”) to be held in Houston, Texas Texas, U.S.A., except as otherwise required by law. The arbitration shall be in accordance with the terms of the Plan and the Commercial Arbitration Procedures of the AAA (the “Rules”). The arbitration shall be conducted before a panel of three (3) arbitrators from the AAA National Rules Roster of approved arbitrators who each have at least fifteen (15) years of employment law experience, of which each of the parties shall select one and the third of which shall be mutually selected by the two (2) arbitrators; provided, that if the two (2) arbitrators are unable to agree to the selection of the third arbitrator within a period of fifteen (15) days following the date in which the two (2) arbitrators are selected by the parties pursuant to this Section, the third arbitrator shall instead be selected by the AAA pursuant to the Rules. Each party in such an arbitration proceeding shall be responsible for the Resolution of Employment Disputes costs and expenses incurred by such party in connection therewith (including attorneys’ fees) which shall not be subject to recovery from the other party in the arbitration except that any and all charges that may be made for the cost of the American Arbitration Association then arbitration and the fees of the arbitrators which shall in effectall circumstances be paid by the Company. Judgment Any court having jurisdiction may be entered on enter a judgment upon the award rendered by the arbitrator. In the event of litigation to enforce an arbitration award in any court having jurisdiction; providedconnection with or concerning the subject matter of this Agreement, however, that the Company prevailing party shall be entitled to seek a restraining order or injunction recover from the non-prevailing party all reasonable out-of-pocket costs and disbursements incurred by such party in connection therewith (including reasonable attorneys’ fees). Notwithstanding the provisions of this Section 7, the Company may, if it so chooses, bring an action in any court of competent jurisdiction for injunctive relief to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to enforce Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company5.

Appears in 3 contracts

Samples: Employment Agreement (Superior Energy Services Inc), Employment Agreement (Superior Energy Services Inc), Employment Agreement (Superior Energy Services Inc)

Arbitration. Any dispute or controversy arising a. All disputes under or in connection with this Agreement shall be settled exclusively by arbitrationarbitration in Miami, conducted Florida, before an a single arbitrator in Houston, Texas in accordance with pursuant to the National Rules for employment rules of arbitration (the Resolution of Employment Disputes “AAA Rules”) of the American Arbitration Association then in effect(the “AAA”). Judgment Arbitration may be commenced at any time by any party hereto giving written notice (the “Arbitration Notice”) to the other party that such dispute has been referred to arbitration under this Section 7. The arbitrator shall be selected by the joint agreement of the Corporation and Officer, but if they do not so agree within 20 days after the date of the giving of the Arbitration Notice, the selection shall be made pursuant to the AAA Rules from the panels of arbitrators maintained by the AAA. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and judgment upon the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdictionjurisdiction thereof. The expenses of the arbitrator shall initially be shared equally by the parties; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered award to award punitive damages against any the prevailing party to such arbitration. The Company shall bear all administrative fees and expenses (including, without limitation, attorneys’ fees and expenses and expenses of the arbitration and each arbitrator) incurred by such prevailing party in connection with the arbitration. The prevailing party shall bear its own counsel also be entitled to recover from the non-prevailing party reasonable attorneys’ fees (including, without limitation, all such fees, costs and expenses except incident to appellate, bankruptcy and post-judgment proceedings) incurred as otherwise provided in this paragraph. If Employee makes a claim against the Company result of any judicial proceedings relating to the performance of, specific enforcement of this Section 7 or judgment upon the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim award rendered by the Employee”)arbitrator hereunder, in addition to any other relief to which the arbitrators prevailing party may be entitled. For purposes of this Section 7, “attorneys’ fees” shall award Employee his reasonable legal fees include, without limitation, paralegal fees, investigative fees, administrative costs and expenses if Employee prevails on one material Covered Claim all other charges billed by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating attorney to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyprevailing party.

Appears in 3 contracts

Samples: Change in Control Agreement (Bankunited Financial Corp), Change in Control Agreement (Bankunited Financial Corp), Change in Control Agreement (Bankunited Financial Corp)

Arbitration. Any dispute or controversy arising under or in connection with this Agreement All Disputes not mutually resolved between the parties shall be settled exclusively by arbitrationsubmitted to final and binding arbitration pursuant to the substantive and procedural provisions of the Federal Arbitration Act (“FAA”), conducted before an arbitrator except to the extent (and only to that extent), if any, that a collective bargaining agreement (for example, the WGA) is applicable and requires that a Dispute be resolved pursuant to the arbitration provisions of that collective bargaining agreement (or expressly permits either party to elect such resolution and such party elects such resolution) in Houston, Texas which case such Dispute shall be resolved in accordance with the National Rules for the Resolution of Employment Disputes arbitration provisions of the American collective bargaining agreement. The arbitration shall be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Association then Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor (“JAMS”) in effecteffect at the time the request for arbitration is made (the “Arbitration Rules”). Judgment may The parties agree that the costs of the arbitration will be entered on shared pro rata to the extent permitted by law, including participation, if any, in the Optional Appeal Procedure. The arbitration shall be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall have the authority to hear and grant motions to dismiss and/or motions for summary judgment/summary adjudication, applying the standards governing such motions under the Federal Rules of Civil Procedure and shall issue written opinions resolving such motions, if submitted. The arbitrator shall follow California substantive law and the Federal Rules of Evidence in adjudicating the Dispute. The arbitrator will provide a detailed written statement of the final decision, which will be part of the arbitration award (“Award”), and admissible in any court having jurisdiction; providedjudicial proceeding to confirm, however, that correct or vacate the Company Award. Any Award favorable to me shall be entitled limited to seek the fixing of compensation for Company’s use of the submitted Material, which shall bear a restraining order reasonable relation to compensation normally paid by you to persons of my present stature and experience for Company’s use of similar material (which in any event shall not exceed the minimum rate that would be due under the Writers Guild of America Theatrical and Television Basic Agreement in effect as of the date hereof for a made-for-cable, primetime, 30 or injunction 60 minute (as applicable) story and teleplay at “bargain rates” (i.e., excluding minimums payable for pilot scripts, backup scripts, spin-offs, etc.). Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any Los Angeles state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the final Award (following appeal, if applicable) within thirty (30) days of such Award being rendered, then the other party will have the right to enforce the final Award in any court of competent jurisdiction in Los Angeles County. The party seeking enforcement shall be entitled to prevent any violation or continuation an award of any violation all costs, fees and expenses, including, without limitation, reasonable outside attorneys’ fees, incurred in enforcing the Award, to be paid by the party against whom enforcement is ordered. The parties and the arbitrator shall maintain the confidential nature of the provisions of Articles 11arbitration proceeding and the Award, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of including the arbitration hearing, the arbitrator(s) shall except as may be necessary to prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of for or conduct the arbitration and each party shall bear its own counsel fees and expenses except hearing on the merits or as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision; in all such cases, the parties shall use reasonable efforts to maintain the confidential nature of the proceedings, including through efforts to secure appropriate protective orders, instruct witnesses as to confidentiality requirements, and submit pleadings under seal. The parties waive the right to seek punitive damages for any claim arising out of or relating to this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Codepermitted by law. In no event shall The parties each agree that any reimbursement dispute resolution proceedings will be made to Employee for such fees conducted only on an individual basis and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companynot in a class, consolidated or representative action.

Appears in 3 contracts

Samples: Submission Agreement, Submission Agreement, Submission Agreement

Arbitration. Any dispute or controversy arising under or in connection with this Agreement This agreement to arbitrate (Section 12) shall be settled exclusively controlled by the Federal Arbitration Act, which governs the interpretation and enforcement of this agreement to arbitrate. Any and all disputes between Employee and the Company that arise out of Employee’s employment, including disputes involving the terms of this Agreement, shall be resolved through final and binding arbitration. This shall include, without limitation, disputes relating to this Agreement, Employee’s employment by the Company or the termination thereof, claims for breach of contract or breach of the covenant of good faith and fair dealing, and any claims of discrimination or other claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, or any other federal, state or local law or regulation now in existence or hereinafter enacted and as amended from time to time concerning in any way the subject of Employee’s employment with the Company or Employee’s termination. The only claims not covered by this agreement to arbitrate are claims for benefits under the workers’ compensation or unemployment insurance laws, which will be resolved pursuant to those laws. Notices of requests to arbitrate a covered claim must be made within the applicable statute of limitations. Binding arbitration will be conducted before an arbitrator in HoustonFairfax County, Texas Virginia in accordance with the National Rules for the Resolution of Employment Disputes rules of the American Arbitration Association then in effect(“AAA”). Judgment Discovery may be entered on carried out under the supervision of the arbitrator appointed pursuant to the rules of the AAA. Employee will be responsible for paying the same fee to initiate the arbitration award in that Employee would pay to file a civil lawsuit. The Company will pay any remaining cost of the arbitration filing and hearing fees, including the cost of the arbitrator. The prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees. Employee understands and agrees that the arbitration shall be instead of any civil litigation and that this means that Employee is waiving Employee’s right to a jury trial as to such claims. The Company and Employee further understand and agree that the arbitrator will issue a written decision and that the arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim may bring claims against the Company relating other only in their individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. There shall be no right or authority for any dispute to the performance ofbe brought, heard, or arbitrated on a class, collective, or representative basis and the rights and obligations ofArbitrator may not consolidate or join the claims of other persons or Parties who may be similarly situated. This arbitration section does not in any way alter Employee’s at-will status. In addition, this section does not apply or restrict either the Company arising underor Employee from seeking equitable relief, relating to or in connection with including injunctive relief, from any court having competent jurisdiction, for violating this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyapplicable law.

Appears in 3 contracts

Samples: Employment Agreement (Learning Tree International, Inc.), Employment Agreement (Learning Tree International, Inc.), Employment Agreement (Learning Tree International Inc)

Arbitration. Any dispute unresolved Dispute or controversy Selected Dispute between the Parties arising under out of or in connection with this Agreement shall be settled exclusively resolved by final and binding arbitration. Whenever a Party decides to institute arbitration proceedings, it shall give written notice to that effect to the other Party. Arbitration shall be held in New York, New York, according to the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) in effect at the Effective Date, except as they may be modified herein or by mutual agreement of the Parties. All arbitration proceedings shall be CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. conducted before by three (3) arbitrators unless otherwise mutually agreed by the Parties. The claimant and the respondent shall each nominate an arbitrator in Houston, Texas in accordance with the National Rules for ICC Rules, and the Resolution of Employment Disputes third arbitrator, who shall be the president of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; providedarbitral tribunal, however, that the Company shall be entitled appointed by the two (2) Party-appointed arbitrators in consultation with the Parties. The arbitrators shall: (i) be disinterested, neutral, and independent from both Parties and all of their respective Affiliates; and (ii) have the requisite experience and expertise in licensing and partnering agreements in the pharmaceutical and biotechnology industries, shall have appropriate experience with respect to seek a restraining order the subject matter(s) to be arbitrated, and shall have some experience in mediating or injunction in any court of competent jurisdiction arbitrating issues relating to prevent any violation or continuation such agreements. In the case of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company Dispute involving an alleged failure to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”)use Commercially Reasonable Efforts, the arbitrators shall award Employee his reasonable legal fees in addition be an individual with experience and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included expertise in the Accrued Obligations payable worldwide development and commercialization of pharmaceuticals and the business, legal and scientific considerations related thereto. The Arbitrators shall have the authority to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year engage additional experts as necessary in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior order to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) facilitate resolution of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyDispute or Selected Dispute, as applicable.

Appears in 3 contracts

Samples: Research Collaboration and License Agreement (HOOKIPA Pharma Inc.), Research Collaboration and License Agreement (HOOKIPA Pharma Inc.), Research Collaboration and License Agreement (HOOKIPA Pharma Inc.)

Arbitration. Any You and your financial institution agree that any claim or dispute or controversy (“Claim”) arising under or in connection with out of this Agreement shall between us (except for Claims relating to the terms, conditions, limitations, and exclusions of any insurance coverage document, or product repair or warranty benefits, if applicable, which are covered by a separate arbitration provision in the New Account Kit) shall, at the election of either You or your financial institution, be settled exclusively resolved by arbitration, conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of binding arbitration administered by the American Arbitration Association under its rules for consumer arbitrations. It is the parties’ intent that this arbitration provision be construed broadly, including that this arbitration agreement include any Claims against your financial institution as well as its corporate affiliates. You agree that, by entering into this Agreement, You and your financial institution are each waiving the right to a trial by jury or to participate in a class action. At your request, we will pay the first $125 of your arbitration fees. You will be solely responsible for your arbitration fees and costs in excess of $125. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claim. YOU AND YOUR FINANCIAL INSTITUTION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both You and your financial institution agree otherwise, the arbitrator may not consolidate more than one person’s Claims, and may not otherwise preside over any form of a representative or class proceeding. If the specific provision in the preceding sentence is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. Notwithstanding the foregoing, either party may bring an individual action in effectsmall claims court. The parties to this Agreement acknowledge that this arbitration agreement is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”). Judgment upon any arbitration award may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the The arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment follow substantive law to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment consistent with the CompanyFAA and shall honor any claims or privileges recognized by law. The terms of this Section shall survive any termination, cancellation or expiration of this Agreement.

Appears in 3 contracts

Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in HoustonNew York, Texas New York in accordance with the National Rules for the Resolution of Employment Disputes rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; , provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11Sections 6, 12, 13 or 15 7 and 8 of this the Agreement and Employee the Executive hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) lawyers engaged full-time in the practice of law; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) arbitrator shall be valid, binding, final and non-appealable; , provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The arbitrator shall require the non-prevailing party to pay the arbitrator's full fees and expenses or, if in the arbitrator's opinion there is no prevailing party, the arbitrator's fees and expenses will be borne equally by the parties thereto. In the event action is brought to enforce the provisions of this Agreement pursuant to this Section 22, (x) if the Executive prevails in such action, the Company shall bear all administrative be required to pay the reasonable attorney's fees and expenses of the arbitration Executive and (y) if the Company prevails in such action or if, in the opinion of the court or arbitrator deciding such action, there is no prevailing party, each party shall bear pay his or its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal attorney's fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 3 contracts

Samples: Employment Agreement (Dex Media Inc), Employment Agreement (Dex Media East LLC), Employment Agreement (Dex Media West LLC)

Arbitration. Any If any dispute or controversy arising arises under or in connection with this Agreement Agreement, is not resolved within a commercially reasonable time not to exceed sixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before an a single neutral arbitrator in Houston, Texas at a location mutually agreed between the Company and Executive within the state of the Company’s headquarters at such time in accordance with the National Employment Arbitration Rules for the Resolution & Procedures of Employment Disputes of the American Arbitration Association JAMS (“JAMS”) then in effect, in accordance with this Section 13(h), except as otherwise prohibited by any nonwaivable provision of applicable law or regulation. The parties hereby agree that the arbitrator shall construe, interpret and enforce this Agreement in accordance with its express terms, and otherwise in accordance with the governing law as set forth in Section 13(a). Judgment may be entered on the arbitration award in any court having jurisdiction; , provided, however, that the Company either Party shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee Executive hereby consents that such restraining order or injunction may be granted without requiring the Company other Party to post a bond. Only Unless the parties otherwise agree, only individuals who are on the AAA JAMS register of arbitrators shall be selected as an arbitrator. Additionally, except upon showing of cause each party shall have the right to propound no more than 10 special interrogatories and requests for admission, and to take the deposition of one individual and any expert witness designated by the other party. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) arbitrator shall be valid, binding, final and non-appealable; provided howeverenforceable by any court of competent jurisdiction. In the event action is brought pursuant to this Section 13(h), that the parties hereto agree that the arbitrator shall not be empowered have authority to award punitive damages against fees and costs to the prevailing party, in accordance with applicable law. If in the opinion of the arbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. Both Executive and the Company expressly waive their right to a jury trial. Nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Agreement. This dispute resolution process and any party arbitration hereunder shall be confidential and neither any Party nor the arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in a Court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. Notwithstanding the foregoing, Executive and the Company each have the right to resolve any issue or dispute over intellectual property rights by Court action instead of arbitration. The Company shall bear all administrative fees and expenses may also enjoin by Court action any breach of the arbitration and each party shall bear its own counsel fees and expenses except Sections 5-6 or 7 as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim permitted by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company8.

Appears in 3 contracts

Samples: Employment Agreement (DENTSPLY SIRONA Inc.), Employment Agreement (Dentsply International Inc /De/), Employment Agreement (Sirona Dental Systems, Inc.)

Arbitration. Any If a legally cognizable dispute arises out of or controversy arising under or in connection with relates to this Agreement or the breach, termination or validity thereof, or the compensation, promotion, demotion, discipline, discharge or terms and conditions of employment of the Employee, if said dispute cannot be resolved through direct discussions, the parties voluntarily agree to settle the dispute by binding arbitration before the American Arbitration Association ("AAA"). The arbitration shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas proceed in accordance with the National Employment Dispute Resolution Rules for the Resolution of Employment Disputes of the American Arbitration Association then AAA in effect. Judgment effect on the date of the demand for arbitration, and judgment upon the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdictionjurisdiction thereof; provided, however, that this Section shall not generally apply to claims or disputes involving the Company shall breach or alleged breach by Employee of any of the covenants or obligations set forth in Sections 4 and/or 7 of this Agreement, except that disputes involving the unauthorized use or disclosure of Trade Secrets or Confidential Information, or involving or concerning unfair competition or the noncompete provisions of this Agreement, may, at the Company's discretion, be entitled to seek a restraining order or injunction in settled by any court of competent having jurisdiction thereof or decided by arbitration pursuant to prevent any violation this section. Disputes subject to binding arbitration pursuant to this section include all tort and contract claims as well as claims brought under all applicable federal, state or continuation of any violation local statutes, laws, regulations or ordinances including, but not limited to, Title VII of the provisions Civil Rights Act of Articles 111964, 12as amended; the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, 13 or 15 as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in Employment Act, as amended; the Equal Pay Act; and the Employee Retirement Income Security Act of 1974. Disputes subject to binding arbitration pursuant to this Agreement section also include claims against the Company's subsidiaries, affiliated and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondsuccessor companies, agents and employees. Only individuals who are on the AAA register of arbitrators Each party shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative pay for its own fees and expenses of arbitration except that the arbitration cost of the arbitrator and each party any filing fee exceeding the applicable filing fee in federal court shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim be paid by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with that all reasonable costs and fees necessarily incurred by any party are subject to reimbursement from the Company, in no event shall any additional reimbursement be made prior to other party at the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) discretion of the Codearbitrator. In no event This arbitration provision shall not apply to any reimbursement be made to Employee for claim arising in a state that bars or prohibits the arbitration of such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyclaims.

Appears in 3 contracts

Samples: Employment Agreement (Harland John H Co), Employment Agreement (Harland John H Co), Employment Agreement (Harland John H Co)

Arbitration. Any If a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other dispute resolution procedure as required by this (S) 9(N). Failing an adequate resolution by mediation, any controversy or claim arising under out of or in connection with relating to this Agreement or the transactions contemplated hereby, including any controversy or claim arising out of or relating to the Parties' decision to enter into this Agreement, shall be settled exclusively by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the Parties involved in the controversy and to be selected from the National Panel of Commercial Arbitrators (or successor panel, conducted before if any). If within 45 days after service of the demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, then an arbitrator shall be appointed by the American Arbitration Association in Houstonaccordance with its rules. Except as specifically provided in this (S) 9(N), Texas the arbitration shall be conducted in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then Association. The arbitrator shall not render an award of punitive damages. Any arbitration hereunder shall be held in effectOrange County, California. Expenses related to the arbitration, including counsel fees, shall be borne by the Party incurring such expenses except to the extent otherwise provided herein. The fees of the arbitrator and of the American Arbitration Association, if any, shall be divided equally among the Parties involved in the controversy. Judgment upon the award rendered by the arbitrator (which may, if deemed appropriate by the arbitrator, include equitable or mandatory relief with respect to performance of obligations hereunder) may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondjurisdiction. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the The arbitrator shall not be empowered to award punitive damages against the prevailing Party in any party to such arbitration. The Company shall bear all administrative arbitration proceeding recovery of its attorneys' fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or other costs in connection with this Agreement (a “Covered Claim by the Employee”), arbitration from the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companynon-prevailing Party.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc), Stock Purchase Agreement (Us Legal Support Inc)

Arbitration. Any As a condition precedent to any right of action hereunder, any dispute arising out of the interpretation, performance or controversy arising under breach of this Agreement, including the formation or in connection with this Agreement validity thereof, shall be settled exclusively submitted for decision to a panel of three arbitrators. Notice requesting arbitration will be in writing and sent certified mail, return receipt requested. One arbitrator shall be chosen by arbitrationeach party and the two arbitrators shall, conducted before instituting the hearing, choose an impartial third arbitrator who shall preside at the hearing. If either party fails to appoint its arbitrator within thirty (30) days after being requested to do so by the other party, the latter, after ten (10) days notice by certified mail of its intention to do so, may appoint the second arbitrator. If the two arbitrators are unable to agree upon the third arbitrator within thirty (30) days of their appointment, each of them shall name two, of whom the other shall decline one and the decision shall be made by drawing lots. All arbitrators shall be disinterested active or retired executive officers of insurance or reinsurance companies, Underwriters at Lloyd's London not under the control of either party to this Agreement, or a qualified arbitrator supplied by the AAA. Within thirty (30) days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Arbitration shall take place in HoustonDes Moines, Texas in accordance with Iowa. Insofar as the National Rules for arbitration panel looks to substantive law, it shall consider the Resolution of Employment Disputes law of the American Arbitration Association then State of Illinois. The decision of any two arbitrators when rendered in effectwriting shall be final and binding. The panel is empowered to grant interim relief as it may deem appropriate. The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the award may be entered on the arbitration award in any court having jurisdiction; provided, however, that jurisdiction thereof. Each party shall bear the Company expense of its own arbitrator and shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation jointly and equally bear with the other party the cost of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an third arbitrator. Within 20 days of the conclusion The remaining costs of the arbitration hearingshall be allocated by the panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the arbitrator(s) shall prepare written findings of fact and conclusions of extent permitted by law. It The panel is mutually agreed that the written decision prohibited from awarding punitive, exemplary or treble damages, of the arbitrator(s) shall be validwhatever nature, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with any arbitration proceeding concerning this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyAgreement.

Appears in 3 contracts

Samples: Crop Hail Insurance Quota Share Agreement (Symons International Group Inc), Crop Hail Insurance Quota Share Agreement (Goran Capital Inc), Crop Hail Insurance Quota Share Agreement (Symons International Group Inc)

Arbitration. Any dispute or controversy a. In order to expedite the resolution of legal disputes, the parties agree to have disputes arising under or in connection with this Agreement shall be finally settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas in accordance with the National Rules for rules established in Exhibit H, which decision shall be binding on the Resolution of Employment Disputes of parties. The parties further agree that the first such arbitration proceeding initiated by either party shall be conducted at a location and under the auspices and arbitration rules (either the American Arbitration Association then in effect. Judgment may be entered on Rules or the arbitration award in any court having jurisdictionRules of Conciliation and Arbitration of the International Chamber of Commerce) selected by the non-complaining party; provided, however, provided that the Company English shall be entitled to seek a restraining order or injunction the official language of all arbitration proceedings. For all subsequent arbitrations, the selection of location and choice of rules shall alternate between the parties, I.E., if the Licensor is the complaining party in any court the first arbitration under this Section, Licensee shall select the location and choice of competent jurisdiction to prevent any violation or continuation rules for that arbitration and for the third, fifth, seventh, ET SEQ. arbitrations, and Licensor shall select the location and choice of any violation of rules for the second, fourth, sixth, ET SEQ. arbitrations. The parties further agree that notwithstanding this provision, either party may, consistent with the provisions of Articles 11Section 17 herein, 12seek immediate injunctive relief in court prior to the initiation or pending resolution, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction any dispute in arbitration. If the non-prevailing party does not comply with an arbitration decision, the prevailing party therein may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of immediately enforce the arbitration hearing, decision in an equitable proceeding in court with both parties' court costs and related attorney's fees paid by the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided howeverprevailing party in the arbitration, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of unless the arbitration and decision is modified, or not upheld or enforced, in which case each party side shall bear its own counsel fees costs and expenses except as otherwise provided attorney's fees. Notwithstanding anything in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”Section 26(a), Licensor or Hugo Boss may seek to enforce any of its rights to prevent the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company unauthorized manufacture, sale or distribution of Licensed Products against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or any entity in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included tribunal anywhere in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyworld.

Appears in 3 contracts

Samples: And Amended License Rights Agreement (Ic Isaacs & Co Inc), Agreement (Ic Isaacs & Co Inc), Agreement (Ic Isaacs & Co Inc)

Arbitration. Any dispute or controversy arising under or in connection with related to this Agreement that is neither within the authority of the JCC to resolve nor has been resolved pursuant to Section 11.1, as applicable (excluding, in any event, any dispute relating to patent scope, validity or infringement arising under this Agreement or as to specific performance under Section 13.12(b), shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas arbitration in accordance with the National then existing International Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effectInternational Centre for Dispute Resolution. Judgment may Upon request by either Party, arbitration will be entered on by a panel of three (3) arbitrators within thirty (30) days of such arbitration request. Each Party shall select one arbitrator and the arbitration award in any court having jurisdiction; provided, however, that the Company third shall be entitled to seek mutually agreed upon in writing by both Parties. In any such arbitration, Otsuka and GW Pharma shall select a restraining order or injunction panel with relevant experience in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11pharmaceutical industry. The arbitrators shall, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 within fifteen (15) days of after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the arbitrator(s) shall prepare written essential findings of fact and conclusions on which the award is based, including the calculation of lawany damages awarded. It is mutually agreed that the written decision of the arbitrator(s) The arbitrators shall be validauthorized to award compensatory damages, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator but shall not be empowered authorized (i) to award non-economic damages, such as for emotional distress, pain and suffering or loss of consortium, (ii) to award punitive damages against damages, or (iii) to reform, modify or materially change this Agreement, the Manufacturing and Supply Agreement or any party to such arbitrationother agreements contemplated hereunder or thereunder. The Company arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief they deem just and equitable and within the scope of this Agreement and/or the Manufacturing and Supply Agreement, as applicable, including, without limitation, an injunction or order for specific performance. Each Party shall bear all administrative fees its own attorney’s fees, costs and expenses disbursements arising out of the arbitration and each party shall bear its own counsel pay an equal share of the fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against costs of the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expensearbitrators; provided, however, thatthe arbitrators shall be authorized to determine whether a Party is the prevailing Party and if so, upon Employee’s termination of employment with to award to that prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) fees and costs of the Codearbitrators. In no event Each Party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. By agreeing to this binding arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a claim between the Parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal and a right to invoke formal rules of procedure and evidence. Judgment upon the award rendered by the panel shall be final and non-appealable and may be entered in any reimbursement court having jurisdiction thereof. The Parties shall be made entitled to Employee for such fees all discovery in like manner as if the arbitration were a civil suit in the New York Supreme Court. Any arbitration under this Article 11 shall be held in New York, New York, if GW Pharma instigates proceedings and expenses incurred after in London, England if Otsuka initiates proceedings unless the date that is 10 years after the date of Employee’s termination of employment with the CompanyParties hereto mutually agree in writing to another place.

Appears in 3 contracts

Samples: Development and License Agreement (Gw Pharmaceuticals PLC), Development and License Agreement (Gw Pharmaceuticals PLC), Development and License Agreement (Gw Pharmaceuticals PLC)

Arbitration. Any dispute failure to perform, controversy or controversy claim arising under out of or in connection with relating to this Agreement or the breach, termination or validity thereof, other than an action for equitable relief or an action by the Company related to breach of Section 8, shall be settled determined exclusively by arbitration, conducted before an arbitrator in Houston, Texas arbitration in accordance with the National Rules for provisions of this Section 10 and in accordance with the Resolution of Employment Disputes rules of the American Arbitration Association then in effectfor arbitrating commercial matters. Judgment may be entered on the The arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order held in Tucson, Arizona, or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of such other location as the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondParties shall mutually agree. Only individuals who are on the AAA register of The arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingbase their award on applicable Nevada law and judicial precedent, the arbitrator(s) and shall prepare accompany their award with written findings of fact and conclusions of law. It is mutually agreed that the written The decision of the arbitrator(s) arbitrators shall be validbinding on the Parties, bindingexcept that either Party may appeal the arbitrators’ decision by filing an action to reconsider the decision of the arbitrators in a court having jurisdiction hereunder. In any such action the arbitrators’ findings of fact shall be conclusive and binding on both Parties and the sole questions to be determined by the court shall be (i) whether or not the arbitrators’ decision was contrary to Nevada law and judicial precedent, final and non-appealable; provided however, (ii) if the court determines that the parties hereto agree that arbitrators’ decision was contrary to Nevada law and judicial precedent, then how the dispute shall be resolved based on the arbitrators’ findings of facts and Nevada law and judicial precedent. The decision of the court as to the resolution of the dispute under Nevada law and judicial precedent shall supersede the arbitrators’ decision. Judgment upon the award rendered by the arbitrators, as modified by the court, if applicable, may be entered in any court having jurisdiction in accordance herewith. All expenses and fees of the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative and expenses for hearing facilities, stenographers, including reasonable attorneys’ fees and the costs of expert witnesses, and other expenses of the arbitration and each party arbitrators shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim be borne by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expensenon-prevailing Party; provided, however, that, upon Employee’s termination that the arbitrators may allocate a portion of employment with the Company, in no event shall any additional reimbursement be made prior such expenses to the date that other Party if the arbitrators believe such a measure is six months after justified by the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) conduct of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after Parties during the date that is 10 years after the date of Employee’s termination of employment with the Companyarbitration.

Appears in 3 contracts

Samples: Employment Agreement (Cdex Inc), Employment Agreement (Cdex Inc), Employment Agreement (Cdex Inc)

Arbitration. Any dispute or controversy (a) Except with respect to disputes and claims arising under the Nonsolicitation and Confidentiality Agreement (which the parties hereto may pursue in any court of competent jurisdiction as specified below and with respect to which each party shall bear the cost of his or in connection with this Agreement shall be settled exclusively its own attorneys' fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, conducted before an arbitrator pursuant to the procedures set forth in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the "AAA Rules"), shall be the sole and exclusive method for resolving any claim or dispute ("Claim") arising out of or relating to the rights and obligations of the parties under this Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge), whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. Judgment may The parties hereto agree that (i) one arbitrator shall be entered appointed pursuant to the AAA Rules to conduct any such arbitration, (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Los Angeles, California, (iii) each party to the arbitration shall bear his or its own costs and expenses (including, without limitation, all attorneys' fees and expenses, except to the extent otherwise required by applicable law) and (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator's fees, hearing expenses, etc.) shall be borne equally by the parties hereto; provided that at the conclusion of the arbitration, the arbitrator shall award costs and expenses (including the costs of the arbitration previously advanced, the costs of mediation as set forth in subparagraph (b) below, and the fees and expenses of attorneys, accountants and other experts) to the parties hereto based upon the relative fault of each such party as determined by the arbitrator. The parties agree that the judgment, award or other determination of any arbitration under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in this paragraph 18 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. Each party hereto hereby irrevocably submits to the jurisdiction of the federal courts (and, if jurisdiction in the federal courts is not proper, then the state courts) sitting in Los Angeles, California, and agrees that either court shall be the exclusive forum for the enforcement of any such final judgment, award or determination of the arbitration. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the arbitration award in any court having grounds of personal jurisdiction; provided, however, venue or inconvenience of the forum. Each party hereto further agrees that the Company shall be entitled to seek a restraining order or injunction each other party hereto may initiate litigation in any court of competent jurisdiction to prevent execute any violation judicial judgment enforcing or continuation of not enforcing any violation award, judgment or determination of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 3 contracts

Samples: Employment Agreement (Physicians Formula Holdings, Inc.), Employment Agreement (Physicians Formula Holdings, Inc.), Employment Agreement (Physicians Formula Holdings, Inc.)

Arbitration. Any dispute or controversy Except as set forth in Section 3.1, any disputes arising under or in connection with this Agreement shall Agreement, including, without limitation, those involving claims for specific performance or other equitable relief, will be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas in accordance with submitted to binding arbitration under the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then (the "AAA Rules") under the authority of federal and state arbitration statutes, and shall not be the subject of litigation in effectany forum. Judgment EXCEPT AS SET FORTH IN SECTION 3.1, EACH PARTY, BY SIGNING THIS AGREEMENT, VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHTS SUCH PARTY MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO JURY TRIAL. The arbitration will be conducted only in Denver, Colorado, before a single arbitrator from the staff of the Judicial Arbiter Group, Inc. ("JAG") selected by the parties to such arbitration (or, if JAG is no longer in existence, before a single arbitrator selected by the parties in accordance with the AAA Rules) or, if they are unable to agree on an arbitrator, before a panel of three arbitrators selected from the staff of JAG (or, if JAG is no longer in existence, before a panel of three arbitrators selected in accordance with the AAA Rules), one selected by the Employee, one selected by the Employer and the third selected by the other two arbitrators. The arbitrators shall have full authority to order specific performance and award damages and other relief available under this Agreement or applicable law, but shall have no authority to add to, detract from, change or amend the terms of this Agreement (except as otherwise contemplated by Section 3.5) or existing law. All arbitration proceedings, including settlements and awards, shall be confidential. The decision of the arbitrators will be final and binding, and judgment on the award by the arbitrators may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondjurisdiction. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyTHIS SUBMISSION AND AGREEMENT TO ARBITRATE WILL BE SPECIFICALLY ENFORCEABLE.

Appears in 3 contracts

Samples: Noncompetition Agreement (Rentx Industries Inc), Nonqualified Stock Option Agreement (Rentx Industries Inc), Noncompetition Agreement (Rentx Industries Inc)

Arbitration. Any dispute or controversy The sole and exclusive method for resolving all disputes under, arising under out of, related to, or in connection with this Agreement shall be settled exclusively binding arbitration in New York, New York, in a proceeding administered by arbitrationthe New York, conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes New York Office of the American Arbitration Association then (“AAA”) in effectaccordance with the Commercial Dispute Resolution and Procedures of the Arbitration Rules of the AAA (the “Rules”). Judgment may The arbitration shall be entered on conducted by a single arbitrator jointly appointed by the arbitration award in any court having jurisdictionparties; provided, however, that if the Company parties fail after good faith negotiation to agree on the arbitrator within thirty (30) days after one party’s call for arbitration, the arbitrator shall be appointed by the AAA in accordance with the Rules. Disputes about arbitration procedure shall be resolved by the arbitrator. The arbitrator may proceed to an award notwithstanding the failure of either party to participate in the proceedings. Discovery shall be limited to mutual exchange of documents relevant to the dispute, controversy or claim; more than two depositions per party shall not be permitted unless the parties otherwise agree or unless compelling need is demonstrated to the arbitrator. The arbitrator shall be authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute and to provide for security for a prospective monetary award. The arbitrator shall render his decision within thirty (30) days following the date of the initial evidentiary hearing and shall set forth a statement of facts, his conclusions of law, and his reasoning in writing. Each party shall bear all of its own costs and expenses related to any arbitration pursuant to this Section 23, including reasonable fees and costs of attorneys and experts and the fees and costs of the arbitrator, and the prevailing party shall not be entitled to recover any such costs and expenses from the non-prevailing party. The decision of the arbitrator shall be final and binding. The prevailing party shall be entitled to seek apply to, and obtain from, a restraining court or tribunal having jurisdiction, an order or injunction enforcing the arbitrator’s decision. Notwithstanding anything contained in any court of competent jurisdiction this Section 23 to prevent any violation or continuation of any violation of the provisions of Articles 11contrary, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim have the right to institute judicial proceedings against the Company relating other party or anyone acting by, through or under such other party, in order to enforce the performance ofinstituting party’s rights through reformation of contract, specific performance, injunction or similar equitable relief, and this Section 23 shall not limit the rights and obligations of, remedies granted the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”Section 7(k), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 3 contracts

Samples: Employment Agreement (Cumulus Media Inc), Employment Agreement (Cumulus Media Inc), Employment Agreement (Cumulus Media Inc)

Arbitration. Any If the Senior Managements are not able to resolve such dispute or controversy arising referred to them under or in connection with this Agreement Section 11.2 within such [***] day period, then such dispute shall be settled exclusively resolved by arbitration, conducted before final and binding arbitration as follows: The Parties shall select a mutually agreeable arbitrator who has significant relevant experience in the subject matter of the disputed issue and no affiliation or pre-existing relationship with either Party. If the Parties cannot agree on an arbitrator within [***] days after the end of the [***] day period referred in HoustonSection 11.2 (or with respect to a Disputed Matter described in Section 11.4, Texas after referral by a Party of such Disputed Matter to arbitration), either Party may request the Judicial and Mediation Services (“JAMS”) in San Francisco, CA to appoint an arbitrator on behalf of the Parties in accordance with the National Rules for commercial arbitration rules of JAMS, and the Resolution proceeding shall be conducted in accordance with JAMS rules. The arbitrator may decide any issue as to whether, or as to the extent to which, any dispute is subject to the arbitration and other dispute resolution provisions in this Supply Agreement. The arbitrator must base the award on the provisions of Employment Disputes this Supply Agreement and must render the award in a writing which must include an explanation of the American Arbitration Association then in effectreasons for such award. Judgment upon the award rendered by the arbitrator may be entered on the arbitration award in by any court having jurisdiction; provided, however, that the Company jurisdiction thereof. The arbitrator’s fees and expenses shall be entitled shared equally by the Parties, unless the arbitrator in the award assesses such fees and expenses against one of the Parties or allocates such fees and expenses other than equally between the Parties. Each Party shall bear and pay its own expenses incurred in connection with any dispute resolution under this Section 11.3. Notwithstanding the foregoing, either Party shall have the right, without waiving any right or remedy available to such Party under this Supply Agreement or otherwise, to seek a restraining order or injunction in and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to prevent any violation protect the rights or continuation property of any violation such Party, pending the selection of the provisions of Articles 11, 12, 13 arbitrator hereunder or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring pending the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written ’s decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered dispute subject to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 3 contracts

Samples: Supply Agreement (Vaxcyte, Inc.), Supply Agreement (Vaxcyte, Inc.), Supply Agreement (SutroVax, Inc.)

Arbitration. Any dispute All disputes arising from or controversy arising under related to the performance of Landlord's Work or in connection with this Agreement the interpretation of the Design Documents shall be settled exclusively by arbitration, conducted before an arbitrator submitted to and resolved in Houston, Texas in accordance with arbitration under the National Construction Industry Rules for the Resolution of Employment Disputes of the American Arbitration Association then Association, before the Arbitrator (as hereinafter defined), in effectBoston, Massachusetts. Any award entered by the Arbitrator shall be final and binding upon the parties thereto. Judgment upon any award rendered by the Arbitrator may be entered on the arbitration award in any court having competent jurisdiction; provided. Notwithstanding the foregoing, howeverdisputes with respect to whether (i) the Schematic Design Documents are in compliance with the Preliminary Design Concept, that (ii) the Company Design Development Documents are in compliance with the Schematic Design Development Documents, or (iii) the Final Design Documents are in compliance with the Design Development Documents, shall be entitled summarily decided by the Arbitrator and disputes concerning the achievement of the Substantial Completion Date shall be determined by the Arbitrator, in each case without resort to seek a restraining order or injunction formal arbitration under the Construction Industry Rules of the American Arbitration Association, and the Arbitrator's decision thereon shall be binding on the parties. Otherwise, such disputes shall be resolved in any court of competent jurisdiction to prevent any violation or continuation arbitration as set forth herein. Arbitration proceedings under this Section 10.13 shall, upon motion of any violation of party, be consolidated with arbitration proceedings pending between other parties relating to the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingLandlord's Work, the arbitrator(s) shall prepare written findings of fact and conclusions of lawsame transaction, the same subject matter, and/or involving related substantive rights. It is mutually agreed that All parties hereby consent to such consolidation. In addition to the written decision of the arbitrator(s) shall be validforegoing, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to any agreement, whose rights or performance is involved in an arbitration proceeding hereunder, may be joined as a party in any arbitration proceeding instituted hereunder. Consolidation and joinder hereunder shall be by order of the Arbitrator. If the Arbitrator shall fail, upon motion, to make such arbitrationan order, any party may apply to the Superior Court for Middlesex County, Massachusetts for such an order. The Company shall bear all Neither party nor the Arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of both parties. All administrative fees and expenses of the arbitration and each shall be borne equally by the parties. Each party shall bear the expense of its own counsel fees counsel, experts, witnesses, and expenses except preparation and presentation of proofs. There shall be a single arbitrator, who shall be experienced as otherwise provided in this paragraph. If Employee makes an arbitrator and who shall be either a claim against the Company relating to the performance ofregistered engineer, architect, or general contractor engaged in business in Massachusetts, for at least ten (10) years, and familiar with issues generally similar to those in dispute, and who shall not have had any dealings with either party within the rights and obligations of, five-year period immediately preceding such dispute (the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator"Arbitrator"). If Landlord and Tenant are unable to agree upon the Arbitrator within ten (10) days after submission of a claim is made by dispute to arbitration, then either Landlord or Tenant may request that the Company against Employee relating then President of the Boston Bar Association select the Arbitrator. Each party shall bear half the cost of the Arbitrator. The right to the performance of, or arbitrate shall not be deemed to be a limitation of the rights or remedies of either party in aid of arbitration under any and obligations ofall applicable laws, Employee arising underunless expressly waived, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator)party hereto. Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 All arbitration proceedings shall be made not later than the close of Employee’s taxable year following the taxable year conducted in which Employee incurs the expense; providedBoston, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyMassachusetts.

Appears in 3 contracts

Samples: Non Disturbance and Attornment Agreement (Genzyme Corp), Environmental Agreement (Genzyme Corp), Lease (BioMed Realty Trust Inc)

Arbitration. Any Executive shall submit any dispute or controversy claim arising under from or in connection with this relating to the Agreement shall that cannot be settled exclusively resolved to mandatory and binding arbitration administered by arbitration, conducted before an arbitrator the American Arbitration Association (“AAA”) to be held in Houston, Texas Texas, U.S.A. The arbitration shall be in accordance with the terms of the Plan and the Commercial Arbitration Procedures of the AAA (the “Rules”). The arbitration shall be conducted before a panel of three (3) arbitrators from the AAA National Rules Roster of approved arbitrators who each have at least fifteen (15) years of employment law experience, of which each of the parties shall select one and the third of which shall be mutually selected by the two (2) arbitrators; provided, that if the two (2) arbitrators are unable to agree to the selection of the third arbitrator within a period of fifteen (15) days following the date in which the two (2) arbitrators are selected by the parties pursuant to this Section, the third arbitrator shall instead be selected by the AAA pursuant to the Rules. Each party in such an arbitration proceeding shall be responsible for the Resolution of Employment Disputes costs and expenses incurred by such party in connection therewith (including attorneys’ fees) which shall not be subject to recovery from the other party in the arbitration except that any and all charges that may be made for the cost of the American Arbitration Association then arbitration and the fees of the arbitrators which shall in effectall circumstances be paid by the Company. Judgment Any court having jurisdiction may be entered on enter a judgment upon the award rendered by the arbitrator. In the event of litigation to enforce an arbitration award in any court having jurisdiction; providedconnection with or concerning the subject matter of this Agreement, however, that the Company prevailing party shall be entitled to seek a restraining order or injunction recover from the non-prevailing party all reasonable out-of-pocket costs and disbursements incurred by such party in connection therewith (including reasonable attorneys’ fees). Notwithstanding the provisions of this Section 9, the Employer may, if it so chooses, bring an action in any court of competent jurisdiction for injunctive relief to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employeeenforce Executive’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company7.

Appears in 3 contracts

Samples: Employment Agreement (Superior Energy Services Inc), Employment Agreement (Superior Energy Services Inc), Employment Agreement (Superior Energy Services Inc)

Arbitration. Any dispute dispute, claim or controversy based on, arising under out of or in connection with relating to Executive’s employment or this Agreement shall be settled exclusively by arbitrationfinal and binding arbitration in San Diego, conducted California, before an a single neutral arbitrator in Houston, Texas in accordance with the National JAMS Employment Arbitration Rules for and Procedures (the Resolution of Employment Disputes of “Rules”), and judgment on the American Arbitration Association then in effect. Judgment award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction. The Rules may be found online at xxx.xxxxxxx.xxx. If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, that Executive and the Company shall be entitled agree that, to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingextent permitted by law, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the written decision of the arbitrator(s) shall be validprevailing party; provided, binding, final and non-appealable; provided howeverfurther, that the parties hereto agree that the arbitrator prevailing party shall not be empowered to award punitive damages against any party to reimbursed for such arbitration. The Company shall bear all administrative fees fees, costs and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement within forty-five (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to 45) days following any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included award, but in the Accrued Obligations payable to Employee under Article 6 shall be made not no event later than the close last day of EmployeeExecutive’s taxable year following the taxable year in which Employee incurs the expensefees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the date of Executive’s termination of employment. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, thatthat Executive shall retain the right to file administrative charges with or seek relief through any government agency of competent jurisdiction, upon Employeeand to participate in any government investigation, including but not limited to (a) claims for workers’ compensation, state disability insurance or unemployment insurance; (b) administrative claims brought before any state or federal governmental authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of this Agreement; and (c) claims for administrative relief from the United States Equal Employment Opportunity Commission and/or any similar state agency in any applicable jurisdiction); provided, further, that Executive shall not be entitled to obtain any monetary relief through such agencies other than workers’ compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party’s termination right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of employment with competent jurisdiction as may be necessary to protect their rights and interests pending the Companyoutcome of arbitration, including without limitation injunctive relief, in no event any court of competent jurisdiction. Seeking any such relief shall any additional reimbursement not be made prior deemed to be a waiver of such party’s right to compel arbitration. Both Executive and the date that is six months after the date of Employee’s termination of employment Company expressly waive their right to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companya jury trial.

Appears in 3 contracts

Samples: Employment Agreement (Zentalis Pharmaceuticals, Inc.), Employment Agreement (Zentalis Pharmaceuticals, LLC), Employment Agreement (Zentalis Pharmaceuticals, LLC)

Arbitration. Any dispute controversy or controversy claim arising under out of or relating to this Agreement, or any alleged breach hereof shall be finally determined by a single arbitrator, jointly selected by the Employee and Employer, provided that if Employee and Employer are unable to agree upon a single arbitrator after reasonable efforts, the arbitrator shall be an impartial arbitrator selected by the American Arbitration Association. Each party hereto shall share equally the costs of the arbitrator, and the parties agree that the costs of arbitration shall not be subject to reapportionment by the arbitrator; provided, however, that if following a termination of Employee’s employment that follows a Change in Control or if following a termination of Employee’s employment for Good Reason that follows any person other than Xxxxx X. Xxxxx or Xxxxxx X. Xxxxxxx commencing service as the senior most executive officer of Mednax, Employee seeks arbitration to enforce the terms of this Agreement, Employer shall bear all costs associated with such arbitration, including but not limited to all costs of the arbitrator, and shall reimburse Employee on a monthly basis for his reasonable legal and other expenses, including all fees, incurred in connection with this Agreement any such arbitration. The arbitration proceedings shall be settled exclusively held in Sunrise, Florida, unless otherwise mutually agreed by arbitrationthe parties, and shall be conducted before an arbitrator in Houston, Texas in accordance with the American Arbitration Association National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment on the award rendered by the arbitration panel may be entered on and enforced by any court having jurisdiction thereof. Any such arbitration shall be treated as confidential by all parties thereto, except as otherwise provided by law or as otherwise necessary to enforce any judgment or order issued by the arbitration award arbitrators. Notwithstanding anything herein to the contrary, if Employer or Employee shall require immediate injunctive relief, then the party shall be entitled to seek such relief in any court having jurisdiction; , and if the party elects to do so, the other party hereby consents to the jurisdiction of the state and federal courts sitting in the State of Florida and to the applicable service of process. Employee and Employer hereby waive and agree not to assert, to the fullest extent permitted by applicable law, any claim that (i) they are not subject to the jurisdiction of such courts, (ii) they are immune from any legal process issued by such courts and (iii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum. In the event that either party hereto brings suit seeking injunctive relief, the party found to be at fault shall pay all reasonable court costs and attorneys’ fees of the other, whether such costs and fees are incurred in a court of original jurisdiction or one or more courts of appellate jurisdiction. Notwithstanding the foregoing, in the event that Employer brings suit against Employee seeking injunctive relief, Employer agrees to advance all of Employee’s reasonable legal and other expenses, including all fees, incurred by the Employee in connection with such action, provided, however, that the Company if Employer ultimately prevails in seeking injunctive relief, Employee shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that reimburse Employer all such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable advanced legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and other expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 3 contracts

Samples: Employment Agreement (Mednax, Inc.), Employment Agreement (Mednax, Inc.), Employment Agreement (Mednax, Inc.)

Arbitration. Any claim, dispute or controversy arising under out of this Agreement, the interpretation, validity or in connection with enforceability of this Agreement or the alleged breach thereof shall be settled exclusively by arbitrationsubmitted upon the request of either party to binding arbitration in Minneapolis, conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdictionMinnesota; provided, however, that this arbitration provision shall not preclude the Company from seeking injunctive relief as provided in Section 12. Such arbitration shall proceed in accordance with the then-governing rules of the American Arbitration Association (“AAA”) for Employment Dispute Resolutions or Commercial Arbitration, at the option of the petitioner. Judgment upon the award rendered may be entitled to seek a restraining order or injunction entered and enforced in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of lawjurisdiction. It is mutually agreed that the written decision parties shall choose a single, neutral arbitration from among a panel of the arbitrator(snot less then seven (7) shall be valid, binding, final proposed arbitrators and non-appealable; provided however, that the parties hereto may have no more than two (2) panels of arbitrators presented to them by the AAA. The parties agree that they will share equally the fees of the arbitrator, and they shall each be responsible for their own attorneys’ fees and costs and any filing fee paid by them unless the arbitrator determines that one party shall not be empowered to award punitive damages against any party to pay a greater portion of such arbitration. The Company shall bear all administrative costs and fees and expenses of states the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraphjustification therefor. If Employee makes a claim against the Company relating to the performance ofTHE EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION WHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, or the rights and obligations ofEMPLOYEE AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, the Company arising underRELATING TO, relating to or in connection with this Agreement (a “Covered Claim by the Employee”)OR IN CONNECTION WITH THIS AGREEMENT, the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance ofOR THE INTERPRETATION, or the rights and obligations ofVALIDITY, Employee arising underCONSTRUCTION, relating to or in connection with this Agreement (a “Covered Claim by the Company”)PERFORMANCE, the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, 12AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, 13 or 15INCLUDING BUT NOT LIMITED TO, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyDISCRIMINATION CLAIMS.

Appears in 3 contracts

Samples: Employment Agreement (Mathstar Inc), Employment Agreement (Mathstar Inc), Employment Agreement (Mathstar Inc)

Arbitration. Any dispute arising out of or controversy arising under relating to this Change of Control Agreement or the alleged breach of it, or the making of this Change of Control Agreement, including claims of fraud in connection with this Agreement the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled exclusively by binding arbitration, conducted before . Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced business law or business litigation for at least 10 years. If the parties cannot agree on an arbitrator in Houstonwithin 20 days, Texas in accordance with any party may request that the National Rules chief judge of the District Court for Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the Resolution provisions of Employment Disputes this Change of Control Agreement, and the commercial arbitration rules of the American Arbitration Association then in effectAssociation, unless such rules are inconsistent with the provisions of this Change of Control Agreement. Judgment Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be entered on brought to the arbitration attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award in any remedy or relief that a court having jurisdictionof this state could order or grant; provided, however, that the Company shall be entitled to seek a restraining order punitive or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator exemplary damages shall not be empowered to award punitive damages against any party to such arbitrationawarded. The Company Unless otherwise ordered by the arbitrator, the parties shall bear all administrative share equally in the payment of the fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragrapharbitrator. If Employee makes a claim against the Company relating The arbitrator may award to the performance ofprevailing party, or the rights and obligations ofif any, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator), all of the prevailing party’s costs and fees, including the arbitrator’s fees, and expenses, and the prevailing party’s travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. If a claim is made Unless otherwise agreed by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”)parties, the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on place of any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 arbitration proceedings shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; providedHennepin County, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyMinnesota.

Appears in 3 contracts

Samples: Change of Control Agreement (Analysts International Corp), Change of Control Agreement (Analysts International Corp), Change of Control Agreement (Analysts International Corp)

Arbitration. Any controversy, dispute or controversy claim arising under out of or relating in connection with any way to this Agreement shall or the other agreements contemplated hereby or the transactions arising hereunder or thereunder that cannot be resolved by negotiation pursuant to paragraph (a) above shall, be settled exclusively by arbitration, conducted before an arbitrator binding arbitration in Houston, Texas Hong Kong and in accordance with the National current Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then International Chamber of Commerce. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this contract. In the event the parties are unable to agree upon an arbitrator, each party will select an arbitrator and the arbitrators in effectturn shall select a third arbitrator. Judgment may be entered on The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator may award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountant and other experts) plus interest, to the prevailing party to the extent that in any court having jurisdiction; providedthe judgment of the arbitrator it is fair to do so. No pre-arbitration discovery shall be permitted, however, except that the Company arbitrator shall be entitled have the power in his or her sole discretion, on application by any party, to seek a restraining order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the arbitration hearing. The arbitrator shall render his or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 her award within 90 days of the conclusion of the arbitration hearing. Notwithstanding anything to the contrary provided in this Section 16.15 and without prejudice to the above procedures, either party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the arbitrator(s) shall prepare written findings of fact status quo until such time as the arbitration panel is convened and conclusions of lawavailable to hear such party's request for temporary relief. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that The award rendered by the arbitrator shall be final and not subject to judicial review and judgment thereon may be empowered to award punitive damages against entered in any party to such arbitration. The Company shall bear all administrative fees and expenses court of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator)competent jurisdiction. Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall monetary award will be made not later than the close and payable in U.S. dollars free of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companytax or other deduction.

Appears in 3 contracts

Samples: Manufacturing Agreement (Infiniti Solutions LTD), Manufacturing Assembly Agreement (Rf Monolithics Inc /De/), Manufacturing Agreement (Rf Monolithics Inc /De/)

Arbitration. Any dispute dispute, claim or controversy based on, arising under out of or in connection with relating to Consultant’s service or this Agreement shall be settled exclusively by arbitrationfinal and binding arbitration in San Diego, conducted California, before an a single neutral arbitrator in Houston, Texas in accordance with the National JAMS Employment Arbitration Rules for and Procedures (the Resolution of Employment Disputes of “Rules”), and judgment on the American Arbitration Association then in effect. Judgment award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction. The Rules may be found online at xxx.xxxxxxx.xxx. If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; provided, however, that Consultant and the Company shall be entitled agree that, to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingextent permitted by law, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the written decision of the arbitrator(s) shall be validprevailing party; provided, binding, final and non-appealable; provided howeverfurther, that the parties hereto agree that the arbitrator prevailing party shall not be empowered to award punitive damages against any party to reimbursed for such arbitration. The Company shall bear all administrative fees fees, costs and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement within forty-five (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to 45) days following any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included award, but in the Accrued Obligations payable to Employee under Article 6 shall be made not no event later than the close last day of EmployeeConsultant’s taxable year following the taxable year in which Employee incurs the expensefees, costs and expenses were incurred; provided, howeverfurther, that, upon Employeethat the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the date of Consultant’s termination of employment with service. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 7 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Consultant’s service. This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in no event any court of competent jurisdiction. Seeking any such relief shall any additional reimbursement not be made prior deemed to be a waiver of such party’s right to compel arbitration. Both Consultant and the date that is six months after the date of Employee’s termination of employment Company expressly waive their right to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companya jury trial.

Appears in 3 contracts

Samples: Consulting Agreement (Zentalis Pharmaceuticals, Inc.), Consulting Agreement (Zentalis Pharmaceuticals, LLC), Consulting Agreement (Zentalis Pharmaceuticals, LLC)

Arbitration. Any dispute The Potato Expo and Exhibitor shall attempt in good faith to resolve any controversy or controversy claim by negotiation or mediation. If they are unable to do so, the controversy(is) or claim(s) whether arising under these rules and regulations or in connection with this Agreement otherwise (collectively “Disputes”), shall be settled exclusively resolved by arbitration, conducted before an arbitrator in Houston, Texas . All Disputes for arbitration shall be presented to one or more arbitrator(s) in accordance with the National then-current Commercial Arbitration Rules for and Mediation rules and the Resolution of Employment Disputes laws of the American District of Columbia, without regard to conflict of law principles. Arbitration Association then shall be binding and shall afford the parties the same options for damage awards as would be available in effectcourt. Judgment may Potato Expo and Exhibitor shall allow discovery, and all discovery disputes shall be entered on the arbitration award decided exclusively by arbitration. Any damages shall be awarded only in any court having jurisdiction; providedaccordance with applicable law. The parties shall share equally in all fees and expenses of arbitration. Each party, however, that shall bear the Company expense of its own counsel, experts, witnesses, and preparation and presentation of evidence. In connection with any action seeking to collect monies awarded through the arbitration process, the prevailing party shall be entitled to seek a restraining order recover reasonable attorneys’ fees and costs. In any such arbitration proceeding or injunction action seeking to collect monies awarded through the arbitration process, Potato Expo and Exhibitor consent to venue and jurisdiction in any court the District of competent jurisdiction to prevent any violation Columbia. Entire Agreement The Exhibitor Terms & Agreement terms represent the entire agreement (“Agreement”) between Exhibitor and the Potato Expo, and there are no other agreements, understandings, representation, or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 warranties. Any modification of this Agreement must be agreed to in writing by Exhibitor and Employee hereby consents that such restraining order the Potato Expo. This Agreement cannot be assigned or injunction may be otherwise transferred by Exhibitor, unless permission is granted without requiring in writing by the Company to post a bondPotato Expo. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days The rights of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator Potato Expo under this Agreement shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses deemed waived except as specifically stated in writing signed by an authorized officer of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyPotato Expo.

Appears in 3 contracts

Samples: Exhibitor Terms and Agreement, Exhibitor Terms and Agreement, Exhibitor Terms and Agreement

Arbitration. Any dispute or controversy arising under or Final and binding arbitration in connection accordance with this Agreement Section 10.7 shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas in accordance with the National Commercial Arbitration Rules and Supplementary Procedures for the Resolution of Employment Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in effectNew York, New York, and the proceedings shall be conducted in the English language. Judgment The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be entered on instructed that time is of the essence in the arbitration award in any court having jurisdiction; providedproceeding. The arbitrator shall, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 within forty-five (45) calendar days of after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the arbitrator(s) shall prepare written essential findings of fact and conclusions on which the award is based, including the calculation of lawany damages awarded. It is mutually agreed that the written decision of the arbitrator(s) The arbitrator shall be validauthorized to award compensatory damages, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator but shall not be empowered authorized to (i) award non-economic or punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required expressly excluded under Section 409A(a)(2)(B)(ithis Agreement, or (ii) of the Code. In no event shall reform, modify or materially change this Agreement or any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.other

Appears in 3 contracts

Samples: Commercialization Agreement (Ambit Biosciences Corp), Commercialization Agreement (Ambit Biosciences Corp), Commercialization Agreement (Ambit Biosciences Corp)

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas in accordance with If the National Rules for Parties fail to reach agreement within ten (10) days following the Resolution of Employment Disputes end of the American Consultation Period (the “Arbitration Association then in effect. Judgment may be entered on Initiation Date”) and the arbitration award in any court having jurisdiction; providedBreaching Party has not cured such alleged breach to the Alleging Party’s reasonable satisfaction, however, that the Company Alleging Party and the Breaching Party shall be entitled to seek initiate binding arbitration to resolve such dispute. Such arbitration shall be conducted under the Commercial Arbitration Rules of the AAA by a restraining single arbitrator who is selected by mutual agreement of the Parties or, if they cannot agree within twenty (20) days following the Arbitration Initiation Date, then by a three arbitrator panel, with one arbitrator selected by each of the Parties and one selected by the AAA. The arbitration shall be conducted in New York City, New York. Each Party shall be entitled to be represented by counsel and shall bear its own expenses in connection with such arbitration. Licensor shall involve representatives of the Relevant Community in such arbitration. Each Party shall bear its own costs and expenses, and the costs and expenses of the arbitrator shall be divided evenly between the Parties. The arbitrator shall be authorized to determine questions of fact and law, to award monetary damages and to order specific performance, provided that the sole questions to be determined by the arbitrator is whether the Breaching Party has material breached the terms of this Agreement and whether any failure of the Alleging Party to accept any proposed or injunction actual cure of such breach was reasonable. For avoidance of doubt, the arbitrator is precluded from making any determination as to the sufficiency of Licensee or its Affiliate’s provision of Relevant IANA Services. The results of the arbitration shall be final and binding, and shall be supported by a reasoned opinion. The arbitral award may be enforced in any court of competent jurisdiction to prevent any violation or continuation jurisdiction. Upon mutual agreement of the Parties, the consultation, mediation and arbitration processes of any violation of the provisions of Articles 11Alleged Breach, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection combined with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required processes initiated under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyanother Community License Agreement.

Appears in 2 contracts

Samples: Iana Ipr License Agreement, Iana Ipr License Agreement

Arbitration. Any Except as provided in paragraph (b) of Section 6, any dispute or controversy arising under or in connection with this Agreement or the Executive’s employment by the Employer shall be settled exclusively by arbitration, conducted before an by a single arbitrator sitting in HoustonColumbia, Texas MD in accordance with the National Rules for the Resolution of Employment Disputes rules of the American Arbitration Association (the “AAA”) then in effect. The arbitrator shall be selected by the parties from a list of eleven (11) arbitrators provided by the AAA, provided that no arbitrator shall be related to or affiliated with either of the parties. No later than ten (10) days after the list of proposed arbitrators is received by the parties, the parties, or their respective representatives, shall meet at a mutually convenient location in Columbia, Maryland, or telephonically. At that meeting, the party who sought arbitration shall eliminate one (1) proposed arbitrator and then the other party shall eliminate one (1) proposed arbitrator. The parties shall continue to alternatively eliminate names from the list of proposed arbitrators in this manner until each party has eliminated five (5) proposed arbitrators. The remaining arbitrator shall arbitrate the dispute. Each party shall submit, in writing, the specific requested action or decision it wishes to take, or make, with respect to the matter in dispute, and the arbitrator shall be obligated to choose one (1) party’s specific requested action or decision, without being permitted to effectuate any compromise or “new” position; provided, however, that the arbitrator is authorized to award amounts not in dispute during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Employer shall bear the cost of all counsel, experts or other representatives that are retained by both parties, together with all costs of the arbitration proceeding, including, without limitation, the fees, costs and expenses imposed or incurred by the arbitrator; provided, however, that if the arbitrator determines that the claim or defenses of the Executive were without reasonable basis, each party shall bear his or its own cost. Judgment may be entered on the arbitration arbitrator’s award in any court having jurisdiction; providedincluding, howeverif applicable, that the Company shall be entitled to seek entry of a restraining order or permanent injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement under paragraph (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(ib) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanySection 6.

Appears in 2 contracts

Samples: Employment Agreement (Corporate Office Properties Trust), Employment Agreement (Corporate Office Properties Trust)

Arbitration. Any The Parties agree that all questions or matters in dispute or controversy arising under or in connection with respect to this Agreement shall be settled exclusively by arbitrationsubmitted to arbitration on the following terms: (a) It shall be a condition precedent to the right of any party to submit any matter to arbitration pursuant to the provisions hereof, conducted that any party intending to refer any matter to arbitration shall have given not less than five business days? prior written notice of its intention to do so to the other party together with particulars of the matter in dispute. On the expiration of such five business days the party who gave such notice may proceed to refer the dispute to arbitration as provided for below. (b) The party desiring arbitration shall appoint one arbitrator, and shall notify the other party of such appointment, and the other party shall, within five business days after receiving such notice, appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within five business days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator, to act with them and be chairman of the arbitration herein provided for. If the other party shall fail to appoint an arbitrator in Houstonwithin five business days after receiving actual notice of the appointment of the first arbitrator, Texas then the proceeding may continue with only one arbitrator so appointed, and if the two arbitrators appointed by the parties shall be unable to agree on the appointment of the chairman, the chairman shall be appointed in accordance with the National Rules rules for commercial arbitration of the Resolution of Employment Disputes American Arbitration Association. Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with the rules for commercial arbitration of the American Arbitration Association then and shall be conducted in effectthe State of Florida. Judgment The chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place for the purpose of hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions of procedure not provided for by the rules for commercial arbitration of the American Arbitration Association, or this section. After hearing any evidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the parties. (c) The Parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them, and there shall be no appeal from such award. Any such award may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction filed thereafter in any court of competent jurisdiction in order to prevent any violation or continuation of any violation enforce the said award, and shall have the same force and effect as a judgment in favor of the provisions party in his favor the award was entered and against the other party to the arbitration. (d) Any award in the arbitration shall be limited to actual contractual damages, and there shall be no award of Articles 11consequential or punitive damages, 12, 13 attorneys? fees or 15 other expenses. Each party expressly waives and disclaims the right to a jury trial relating to or arising out of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of expressly accepts the arbitration hearing, procedure set forth herein as the arbitrator(s) shall prepare written findings sole means of fact and conclusions of lawresolving any disputes or disagreements. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company18.

Appears in 2 contracts

Samples: Employment Agreement (American Development & Investment Fund, Inc.), Employment Agreement (American Development & Investment Fund, Inc.)

Arbitration. Any dispute or controversy arising under or in connection with Dispute that is not resolved by negotiations pursuant to Section 1 of this Agreement shall Exhibit 18.8 shall, upon the written request of either Party, be settled exclusively resolved by arbitrationbinding arbitration before a single Arbitrator (the "Arbitrator"), conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effectAssociation, except to the extent that such rules are inconsistent with this Exhibit 18.8. Judgment may The Arbitrator shall be entered selected by the Steering Committee. If the Steering Committee cannot agree on the identity of the Arbitrator within 15 days after the written request to resolve such Dispute by binding arbitration award in any court having jurisdiction; providedwas received by the other Party, howevereach Party shall promptly select a representative who shall jointly, that with the Company other Party's representative, agree on the identity of the Arbitrator. If the representatives cannot thereafter agree on the identity of the Arbitrator within fifteen (15) days, the Arbitrator shall be entitled selected in accordance with the rules of the American Arbitration Association. The Arbitrator shall determine the Dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure) that would be applied by a federal court sitting at the site of the arbitration. The arbitration shall take place in Wilmington, Delaware. Except as set forth in the Agreement, the Arbitrator is not empowered to seek a restraining order award damages in excess of compensatory damages. The Arbitrator has no power or injunction authority to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including the provisions of this Section 2 of this Exhibit 18.8. The award of the Arbitrator shall be the sole and exclusive remedy of the Parties and shall be enforceable in any court of competent jurisdiction jurisdiction, subject only to prevent any violation revocation on grounds of fraud or continuation of any violation clear bias on the part of the provisions Arbitrator. The statute of Articles 11limitations of the State of Delaware applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, 12, 13 except that no defenses shall be available based upon the passage of time during any negotiation or 15 mediation called for pursuant to Section 1 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyExhibit 18.8.

Appears in 2 contracts

Samples: Distribution Agreement (BGS Acquisition Subsidiary, Inc.), Distribution Agreement (BGS Acquisition Subsidiary, Inc.)

Arbitration. If a dispute arises between the parties, then the ----------- parties agree that their respective representatives shall meet and consult in good faith and attempt to settle the dispute, within thirty (30) days of written notice thereof, as a condition precedent to the initiation of arbitration proceedings as set forth below. Any dispute, controversy, or claim arising out of or relating to this Agreement, the breach, termination or invalidity thereof, or Executive's noncompetition obligations, including claims of tortious interference or other tort or statutory claims, and including without limitation any dispute or controversy arising under or in connection with concerning the scope of this Agreement arbitration clause, shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas arbitration in accordance with the National Employment Dispute Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Arbitrators Association then in effect. Judgment The judgment on the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction; providedjurisdiction thereof. The arbitration under this Agreement shall be held in Nashville, Tennessee, or at such other place as may be selected by mutual agreement of the parties. The arbitrator shall be mutually acceptable to the parties, or failing agreement, selected pursuant to the Employment Dispute Arbitration Rules of the American Arbitrators Association. The parties intend that the arbitrator shall be independent and impartial. To this end, the arbitrator shall disclose to the parties any professional, family, or social relationships, past or present, with any party or counsel. Strict rules of evidence shall not apply in any arbitration conducted pursuant to this Agreement. The parties may offer such evidence as they desire and the arbitrator shall accept such evidence as the arbitrator deems relevant to the issues and accord it such weight as the arbitrator deems appropriate. The arbitrator shall have the discretion to order a prehearing exchange of information by the parties, including without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of parties. No party shall be allowed, however, that to take more than one deposition of the Company opposing party and no deposition shall last longer than six (6) hours. All disputes regarding discovery shall be entitled decided by the arbitrator. The arbitrator award shall be in writing and shall specify the factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to seek the laws of the State of Tennessee or, if applicable, federal law. The arbitrator shall have the authority to award any remedy or relief that a restraining federal or state court within the State of Tennessee could order or injunction in any grant. Any provisional remedy that would be available from a court of law shall be available from the arbitrator to the parties, pending the arbitrator's determination of the merits of the parties' dispute. This shall include orders of attachment, temporary restraining orders, injunctions, and appointment of a receiver. If the arbitrator issues such an order, either party may immediately apply to a court of competent jurisdiction to prevent any violation or continuation of any violation for enforcement of the provisions of Articles 11order, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that even though the arbitrator shall may not be empowered to award punitive damages against any party to such arbitrationhave rendered a final award. The Company shall bear all administrative All fees and expenses of the arbitration arbitration, including the fees of the arbitrator and the expense of each parties' counsel, experts, witnesses and preparation and presentation of proofs, shall be paid by Company. Unless legally required to do so, neither party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against may disclose the Company relating to the performance ofexistence, content, or the rights and obligations of, the Company arising under, relating to or in connection with results of any arbitration under this Agreement (a “Covered Claim by without the Employee”)prior written consent of the other party, nor may the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to arbitrator disclose any such Section (as determined by information without the arbitrator)consent of both parties. Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable This provision shall apply to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) all aspects of the Code. In no event shall any reimbursement be made to Employee for such fees arbitration proceeding, including without limitation, discovery, testimony, other evidence, briefs, and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyaward.

Appears in 2 contracts

Samples: Noncompetition Agreement (Weeks Corp), Noncompetition Agreement (Weeks Corp)

Arbitration. Any controversy, claim or dispute arising out of or controversy arising under or in connection with relating to this Agreement Agreement, shall be settled exclusively by arbitration, binding arbitration in [CITY/STATE]. Such arbitration shall be conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution then prevailing commercial arbitration rules of Employment Disputes of the American Arbitration Association then (“AAA”), with the following exceptions if in effectconflict: (a) one arbitrator shall be chosen by AAA (the “Arbitrator”); (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the Arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the Arbitrator’s rules and regulations) of the proceeding has been given to such party. Judgment The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered on the arbitration award in any court having jurisdiction; providedjurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, however, that the Company claims or disputes shall be entitled to seek a restraining order or injunction settled in any court of competent jurisdiction to prevent any violation or continuation this manner in lieu of any violation of the provisions of Articles 11action at law or equity, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator nothing in this subsection shall be construed as precluding brining an action for injunctive relief or other equitable relief. The Arbitrator shall not be empowered have the right to award punitive damages against any or speculative damages to either party and shall not have the power to such arbitrationamend this Agreement. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance ofIF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, or the rights and obligations ofTHEN EACH PARTY, the Company arising underTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, relating to or in connection with this Agreement (a “Covered Claim by the Employee”)HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELTING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement

Arbitration. Any dispute dispute, controversy or controversy claim ("Dispute") arising under out of or in connection with relation to this Agreement Agreement, or the breach, termination or invalidity thereof, that cannot be settled amicably by the Parties after a good faith discussion to resolve the Dispute by the appropriate officers of the Parties, shall be settled exclusively submitted by arbitration, either Party to arbitration conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes rules then in effect of the American Arbitration Association ("AAA"). Arbitration shall take place in Newark, New Jersey and shall be conducted by three (3) arbitrators, one of whom shall be designated by each Party, and the third selected by the other two (2) arbitrators, all within the time limits established by the then in effectexisting rules of the AAA. Judgment If the two (2) designated arbitrators are unable to agree upon a third arbitrator by two (2) months after submission of the matter to arbitration, the AAA shall select such third arbitrator within three (3) months of such original submission. The written decision of the arbitrators shall be final and binding on the parties and may be entered on the arbitration award enforced in any court having jurisdiction; providedjurisdiction over the Parties or their current assets. The award rendered by the arbitrators shall include the cost of arbitration, howeverreasonable attorneys' fees and reasonable costs for expert and other witnesses, that and in the Company event of a termination, in whole or in part, a transition procedure, including the performance of transition services by Roche, so as to maintain the value of the assets being transferred to Memory and, to the extent contemplated by Section 16.4, permit Memory to conduct the business being transferred to it. The parties shall be entitled to discovery as provided in the Federal Rules of Civil Procedure then in effect in the District of New Jersey. If the issues in dispute involve scientific or technical matters, at least one of the arbitrators chosen hereunder shall have educational training and/or experience sufficient to demonstrate a reasonable level of knowledge in the Field and pharmaceutical drug development. Notwithstanding the preceding provisions of this Article 17, with respect to any breach or threatened breach of this Agreement of Section 15.1, 16.4 or any other provision where a Party would not be appropriately compensated by the payment of money, a party has a right to seek a restraining order or injunction in injunctive relief from any court of competent jurisdiction to prevent enjoin such breach or threatened breach and/or to seek specific performance. In the event of a Dispute, a Party shall have no right to toll or delay any violation or continuation of any violation obligation in this Agreement unrelated to the Dispute as a result of the provisions Dispute. By way of Articles 11example, 12if Roche owes Memory $5,000,000 and claims a $2,000,000 payment is not due by reason of breach of Memory, 13 or 15 of this Agreement then Roche shall pay the $5,000,000, and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered will resolve such $2,000,000 Dispute pursuant to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company17.

Appears in 2 contracts

Samples: Strategic Alliance Agreement (Memory Pharmaceuticals Corp), Strategic Alliance Agreement (Memory Pharmaceuticals Corp)

Arbitration. Any dispute Except as provided for in Section 7(b), the Company and Executive agree that any claim or controversy arising under out of or in connection with relating to this Agreement or any breach thereof ("Arbitrable Dispute") shall be settled exclusively by arbitrationarbitration if such claim or controversy is not otherwise settled; provided, conducted before an arbitrator however that nothing set forth herein shall in Houstonany way limit the Company's ability to seek and obtain injunctive relief in aid of arbitration from any court of competent jurisdiction. This arbitration agreement applies to, Texas among others, disputes about the validity, interpretation, or effect of this Agreement. The arbitration shall take place in New York, New York, or such other location as to which the parties may mutually agree. Except as expressly set forth herein, all arbitration proceedings under this Section 12(h) shall be undertaken in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association (the "AAA") then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only force only before individuals who are (i) lawyers engaged full-time in the practice of law and (ii) on the AAA register of arbitrators arbitrators. There shall be selected as an arbitrator. Within 20 days one arbitrator who shall be chosen in accordance with the rules of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact AAA. The arbitrator may not modify or change this Agreement in any way and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company Each party shall bear all administrative pay the fees and of such party's attorneys, the expenses of the arbitration such party's witnesses, and each any other expenses that such party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or incurs in connection with this Agreement (a “Covered Claim the arbitration, but all other costs of the arbitration, including the fees of the arbitrator, the cost of any record or transcript of the arbitration, administrative fees, and other fees and costs shall be paid in equal shares by Executive and the Employee”Company. Except as provided for in Section 7(b), arbitration in this manner shall be the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator)exclusive remedy for any Arbitrable Dispute. If a claim is made by Should Executive or the Company against Employee relating attempt to the performance of, or the rights and obligations of, Employee arising under, relating resolve an Arbitrable Dispute by any method other than arbitration pursuant to or in connection with this Agreement (a “Covered Claim by the Company”)Section, the arbitrators shall award Employee his reasonable legal responding party will be entitled to recover from the initiating party all damages, expenses, and attorneys' fees and expenses; provided incurred as a result of that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companybreach.

Appears in 2 contracts

Samples: Employment Agreement (American Bank Note Holographics Inc), Employment Agreement (American Bank Note Holographics Inc)

Arbitration. Any Either you or we may choose to have any dispute or controversy arising under or this Note resolved by binding arbitration under the rules then in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes effect of the American Arbitration Association then (“AAA”) or any other arbitration organization you choose and that we approve in effectwriting (“the Arbitration Organization”). Judgment may be entered on the The arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation conducted under the then current rules of the provisions Arbitration Organization and is governed by the Federal Arbitration Act. Either of Articles 11us may elect to arbitrate even if an action has been filed in court, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected so long as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealableno judgment has been rendered; provided however, that we will not elect to arbitrate any individual claim (as opposed to any class action claim), not including any counter-claims, you bring against us with a total amount in controversy of $10,000 or less. A single arbitrator shall hold the parties hereto arbitration hearing at a location near where you signed this Note (or, if you have since moved, in the federal judicial district where you live). The arbitrator shall apply applicable law. The arbitrator's award shall be final and binding on all parties, except that in the event of an award in excess of $100,000, the nonprevailing party may request a new arbitration under Arbitration Organization’s rules by a three-arbitrator panel. Either party may enter judgment on the award in the highest local, state or federal court or before any administrative body. We agree to pay any initial filing fee you may owe should you choose to arbitrate. Additionally, we agree for only the first day of arbitration to pay the following fees up to a maximum of $2500 in the aggregate: the arbitrator’s fee, those reasonable arbitration expenses or costs (excluding attorney fees) assessed to you that you would not pay if you had brought a dispute in court, and any other reasonable expense or cost unique to the arbitration process. We will also pay other amounts an arbitrator determines that we must pay in order to assure the enforceability of this arbitration provision. This arbitration provision shall survive termination or expiration of this Note. NO CLASS ACTION ARBITRATION MAY BE BROUGHT OR ORDERED UNDER THIS ARBITRATION PROVISION AND THERE SHALL BE NO JOINDER OF PARTIES, EXCEPT FOR JOINDER OF PARTIES TO THIS NOTE. IF EITHER YOU OR WE CHOOSE TO ARBITRATE, THE FOLLOWING WARNINGS APPLY: ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION; YOU WILL GIVE UP THE RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL; YOUR ABILITY TO COMPEL OTHER PARTIES TO PRODUCE DOCUMENTS OR BE EXAMINED WILL BE MORE LIMITED IN ARBITRATION THAN IN A LAWSUIT; AND, YOUR RIGHTS TO APPEAL OR CHANGE AN ARBITRATION AWARD IN COURT WILL BE VERY LIMITED. You and we agree that this Note evidences a transaction in interstate commerce. This Arbitration provision is governed by the arbitrator shall Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. and not be empowered to award punitive damages against by any party to such arbitration. The Company shall bear all administrative fees and expenses of the state arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraphlaw. If Employee makes you don’t want this arbitration provision to apply, you may reject it by mailing us at 0000 Xxxx 0000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000 a claim against the Company relating to the performance of, or the rights written rejection notice which identifies this Note and obligations of, the Company arising under, relating to or in connection with tells us that you are rejecting this Agreement (a “Covered Claim arbitration provision. A rejection notice is effective only if it is signed by the Employee”), borrower and all co-borrowers and the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by envelope the Employee (as determined by the arbitrator). If rejection is sent in has a claim is made by the Company against Employee relating to the performance of, postmark of 14 days or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months less after the date of Employee’s termination this Note. The rejection of employment to this arbitration provision will not affect any other provision of this Note or the extent such payment delay is required under Section 409A(a)(2)(B)(i) status of the Codeyour Note. In no event shall any reimbursement If you don’t reject this arbitration provision, it will be made to Employee for such fees and expenses incurred after the date that is 10 years after effective as of the date of Employee’s termination of employment with the Company.this Note.5 NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT NOTE IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES OBTAINED WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE DEBTOR SHALL BE LIMITED TO AMOUNTS PAID BY THE DEBTOR HEREUNDER. NOTICE TO BORROWER

Appears in 2 contracts

Samples: Simple Interest Note, Simple Interest Note

Arbitration. Any Employee shall submit any dispute or controversy claim arising under from or in connection with this relating to the Agreement shall that cannot be settled exclusively resolved to mandatory and binding arbitration administered by arbitration, conducted before an arbitrator the American Arbitration Association (“AAA”) to be held in Houston, Texas Texas, U.S.A., except as otherwise required by law. The arbitration shall be in accordance with the terms of the Plan and the Commercial Arbitration Procedures of the AAA (the “Rules”). The arbitration shall be conducted before a panel of three (3) arbitrators from the AAA National Rules Roster of approved arbitrators who each have at least fifteen (15) years of employment law experience, of which each of the parties shall select one and the third of which shall be mutually selected by the two (2) arbitrators; provided, that if the two (2) arbitrators are unable to agree to the selection of the third arbitrator within a period of fifteen (15) days following the date in which the two (2) arbitrators are selected by the parties pursuant to this Section, the third arbitrator shall instead be selected by the AAA pursuant to the Rules. Each party in such an arbitration proceeding shall be responsible for the Resolution of Employment Disputes costs and expenses incurred by such party in connection therewith (including attorneys’ fees) which shall not be subject to recovery from the other party in the arbitration except that any and all charges that may be made for the cost of the American Arbitration Association then arbitration and the fees of the arbitrators which shall in effectall circumstances be paid by the Company. Judgment Any court having jurisdiction may be entered on enter a judgment upon the award rendered by the arbitrator. In the event of litigation to enforce an arbitration award in any court having jurisdiction; providedconnection with or concerning the subject matter of this Agreement, however, that the Company prevailing party shall be entitled to seek a restraining order or injunction recover from the non-prevailing party all reasonable out-of-pocket costs and disbursements incurred by such party in connection therewith (including reasonable attorneys’ fees). Notwithstanding the provisions of this Section 9, the Company may, if it so chooses, bring an action in any court of competent jurisdiction for injunctive relief to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to enforce Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company7.

Appears in 2 contracts

Samples: Employment Agreement (Superior Energy Services Inc), Employment Agreement (Superior Energy Services Inc)

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Arbitration. Any dispute or controversy arising under or that cannot be resolved by management negotiations as set forth in connection with this Agreement Section 12.2 above shall be settled exclusively resolved through binding arbitration by arbitrationa retired judge or justice from the [AAA][JAMS] panel conducted in San Diego, conducted before an arbitrator in HoustonCalifornia, Texas administered by and in accordance with [AAA’s Commercial Arbitration Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Procedures] (“Arbitration”). Any arbitrator shall have no affiliation with, financial or other interest in, or prior employment with either Party and shall be knowledgeable in the National field of the dispute. The Parties shall cooperate with one another in selecting the arbitrator within sixty (60) days after Notice of the demand for arbitration. If, notwithstanding their good faith efforts, the Parties are unable to agree upon a mutually-acceptable arbitrator, the arbitrator shall be appointed as provided for in [AAA’s Commercial Arbitration Rules] [JAMS [Comprehensive][Streamlined] Arbitration Rules and Procedures]. At the request of a Party, the arbitrator shall have the discretion to order depositions of witnesses to the extent the arbitrator deems such discovery relevant and appropriate. Depositions shall be limited to a maximum of three (3) per Party and shall be held within thirty (30) days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown. Each deposition shall be limited to a maximum of six (6) hours duration unless otherwise permitted by the arbitrator for good cause shown. All objections are reserved for the Resolution of Employment Disputes Arbitration hearing except for objections based on privilege and proprietary and confidential information. The arbitrator shall also have discretion to order the Parties to exchange relevant documents. The arbitrator shall also have discretion to order the Parties to answer interrogatories, upon good cause shown. The arbitrator shall have no authority to award punitive or exemplary damages or any other damages other than direct and actual damages and the other remedies contemplated by this Agreement. The arbitrator shall prepare in writing and provide to the Parties an award including factual findings and the reasons on which their decision is based. The arbitrator’s award shall be made within nine (9) months of the American Arbitration Association then in effectfiling of the notice of intention to arbitrate (demand) and the arbitrator shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by agreement of the Parties or by the arbitrator, if necessary. Judgment on the award may be entered on the arbitration award in any court having jurisdiction; provided. The prevailing Party in this dispute resolution process is entitled to recover its costs. Until such award is made, however, the Parties shall share equally in paying the costs of the Arbitration. The arbitrator shall have the authority to grant dispositive motions prior to the commencement of or following the completion of discovery if the arbitrator concludes that there is no material issue of fact pending before the Company arbitrator. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be entitled vacated or corrected on appeal to seek a restraining order or injunction in any court of competent jurisdiction to prevent for any violation or continuation such error. The existence, content, and results of any violation of Arbitration hereunder is confidential information that is subject to the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondSection 13.1. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.MISCELLANEOUS

Appears in 2 contracts

Samples: Power Purchase Agreement, Power Purchase Agreement

Arbitration. Any The parties agree that any dispute or controversy arising under claim, that could be brought in court including discrimination or in connection with retaliation claims, relating to this Agreement or arising out of Employee’s employment or termination of employment, shall, upon timely written request of either party, be submitted to binding arbitration, except claims regarding: (i) workers’ compensation benefits; (ii) unemployment benefits; (iii) Company’s employee welfare benefit plans, if the plan contains a final and binding appeal procedure for the resolution of disputes under the plan; (iv) wage and hour disputes within the jurisdiction of any state Labor Commissioner; and (v) issues that could be brought before the National Labor Relations Board or covered by the National Labor Relations Act. This Agreement is not intended to prohibit the Employee from filing a claim or communicating with any governmental agency including the Equal Employment Opportunity Commission, the National Labor Relations Board or the Department of Labor. The arbitration shall be settled exclusively by arbitrationconducted in San Antonio, conducted before an arbitrator in Houston, Texas Texas. The arbitration shall proceed in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Initials: LSD Company: Employee: SV Association then (“AAA”) in effecteffect at the time the claim or dispute arose, unless other rules are agreed upon by the parties. Judgment may be entered on Unless agreed to in writing, the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled conducted by one arbitrator from AAA or a comparable arbitration service, and who is selected pursuant to seek a restraining order or injunction in any court the National Rules for Resolution of competent jurisdiction to prevent any violation or continuation of any violation Employment Disputes of the provisions AAA, or other rules as the parties may agree to in writing. Any claims received after the applicable statute of Articles 11limitations period shall be deemed null and void. The parties further agree that by entering into this Agreement, 12the right to participate in a class or collective action is waived. CLAIMS MAY BE ASSERTED AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, 13 unless the parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective or 15 class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators arbitration provision shall be selected as an arbitratornull and void. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) The arbitrator shall prepare written issue a reasoned award with findings of fact and conclusions of law. It is mutually agreed Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce or vacate an arbitration award. However, in actions seeking to vacate an award, the standard of review to be applied by said court to the arbitrator’s findings of fact and conclusions of law will be the same as that the written applied by an appellate court reviewing a decision of a trial court sitting without a jury, unless state law requires otherwise. Company will pay the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that actual fee for the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as claimant’s filing fee; unless otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights by law and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined awarded by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal each party will pay their own attorneys’ fees and other expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 2 contracts

Samples: Employment Agreement (Rackspace Technology, Inc.), Employment Agreement (Rackspace Technology, Inc.)

Arbitration. Any dispute or controversy arising under or in connection with this Agreement Title Disputes shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas submitted for resolution in accordance with this Section 5.7 to an attorney with at least ten (10) years of experience in oil and gas title matters in the National Rules State of Oklahoma, and Environmental Disputes shall be submitted for resolution in accordance with this Section 5.7 to an attorney with at least ten (10) years of experience in oil and gas environmental matters in the Resolution State of Employment Disputes of Oklahoma (in each case, the “Arbitrator”). Seller and Purchaser shall attempt to agree upon an Arbitrator. In the event that Seller and Purchaser are not able to agree on an Arbitrator within ten (10) days after the date on which either Party determines to submit a Title Dispute or Environmental Dispute to arbitration, either Seller or Purchaser may request that the American Arbitration Association then in effect. Judgment may be entered on appoint the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationArbitrator. The Company shall bear all administrative fees and expenses of any Arbitrator shall be paid by the arbitration losing party. Each of Seller and each party Purchaser shall bear submit a written statement of its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating position to the performance of, Arbitrator with respect to the Title Dispute or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee Environmental Dispute (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made applicable) not later than the close tenth (10th) day after the Arbitrator is appointed. The Arbitrator shall render his or her decision within fifteen (15) days after the Arbitrator is appointed. The decision of Employee’s taxable year following the taxable year Arbitrator shall be conclusive and binding on Seller and Purchaser and shall be enforceable against any Party in which Employee incurs a court of competent jurisdiction. Anything in this Section 5.7 or the expense; providedother provisions of this Agreement to the contrary notwithstanding, however, that, upon Employee’s termination of employment with to the Company, in no event shall any additional reimbursement be made extent that all Title Disputes and Environmental Disputes have not been resolved prior to the date that Closing by arbitration or otherwise: (a) the Subject Interests affected by such unresolved Title Defects and Environmental Defects shall be conveyed to Purchaser at the Closing; (b) an amount equal to (i) the aggregate Title Defect Values (as asserted in good faith by Purchaser, unless the Parties have otherwise agreed upon an amount) of the Subject Interests (or portion thereof) affected by such unresolved Title Disputes and (ii) the aggregate Allocated Values of the Subject Interests affected by such unresolved Environmental Disputes shall be deducted from amounts otherwise payable at the Closing under Section 8.2(b)(iii); and (c) as each such Title Dispute or Environmental Dispute is six months resolved by the Arbitrator or by agreement of Purchaser and Seller, Purchaser shall pay or retain, as applicable, amounts on account of such resolved Title Dispute or Environmental Dispute (and any interest or other earnings thereon): (i) to Purchaser if and to the extent resolved in favor of Purchaser, and (ii) otherwise, to Seller. In connection with any determination of an Environmental Dispute by an Arbitrator pursuant to this Section 5.7, it is understood that: (a) neither Party may introduce or otherwise use information obtained by Purchaser after the date of Employee’s termination of employment the Environmental Defect Notice with respect to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In Environmental Defect in dispute or its Environmental Defect Value, and in no event shall may the Arbitrator consider or give weight to any reimbursement be made to Employee for such fees and expenses incurred after the date information, (b) either Party may assert any violation of Environmental Law that is 10 years after not specified in the date Environmental Defect Notice with respect to the Environmental Defect in dispute, and (c) the Environmental Defect Value of Employee’s termination of employment an Environmental Defect may not exceed the amount thereof asserted in the Environmental Defect Notice with the Companyrespect thereto.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Alpha Energy Inc), Purchase and Sale Agreement (Alpha Energy Inc)

Arbitration. Any dispute or controversy arising under or in connection with All disputes between the Seller and Buyer, including, without limitation, those relating to this Agreement or the Licenses which are not resolved pursuant to Section 12.1, shall be settled exclusively resolved by arbitration, arbitration as provided in this Section 12.2. This agreement to arbitrate shall survive the rescission or termination of this Agreement or the Licenses. All arbitration shall be conducted before an arbitrator in Houston, Texas in accordance with pursuant to the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment except as herein may be entered on provided. The decision of the arbitration award in any court having jurisdiction; provided, however, that the Company arbitrators shall be entitled final and binding on all parties. All arbitration shall be undertaken pursuant to seek a restraining order or injunction the Federal Arbitration Act, where applicable, and the decision of the arbitrators shall be enforceable in any court of competent jurisdiction to prevent jurisdiction. In any violation dispute where a party seeks $50,000 or continuation of any violation of the provisions of Articles 11more in damages, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of three arbitrators shall be selected as an arbitratoremployed. Within 20 days of All costs attendant to the conclusion of the arbitration hearingarbitration, the arbitrator(s) shall prepare written findings of fact excluding attorney's and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) expert's fees, shall be valid, binding, final and non-appealable; provided however, that borne equally by the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationparties. The Company shall bear all administrative fees and expenses of the arbitration and each Each party shall bear its own counsel fees attorney's and expenses except as otherwise provided in this paragraphexpert's fees. If Employee makes a claim against The arbitrators shall not award punitive, consequential, and/or indirect damages and each party hereby waives the Company relating right to make claims for such damages with respect to the performance ofAgreement. In resolving all disputes between parties, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”)unless an agreement specifies otherwise, the arbitrators shall award Employee his reasonable legal fees apply the law of the State of New York, except as may be modified by this Agreement. The arbitrators are by this Agreement directed to conduct the arbitration hearing no later than three months from the service of the statement of claim and expenses if Employee prevails on one material Covered Claim demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. Except as needed for presentation in lieu of a live appearance, depositions shall not be taken. Parties shall be entitled to conduct document discovery by requesting production of documents. Responses or objections shall be served twenty (20) days after receipt of a request. The arbitrators shall resolve any discovery disputes by such pre-hearing conferences as may be needed. All parties agree that the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating arbitrators and any counsel of record to the performance ofproceeding shall have the power of subpoena process as provided by law. The parties agree that either shall be entitled to pursue emergency or preliminary injunctive relief in the court of competent jurisdiction, or and each party agrees that it shall consent to the rights and obligations of, Employee arising under, relating to or in connection with stay of such judicial proceedings on the merits of both this Agreement (a “Covered Claim by and the Company”), related transactions pending arbitration of all underlying claims between the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by parties immediately following the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to issuance of any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyemergency or injunctive relief.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aki Inc), Asset Purchase Agreement (Aki Holding Corp)

Arbitration. Any dispute All disputes, claims, and controversies between the Parties arising out of or controversy arising under or in connection with related to this Agreement or the breach hereof (except for breach of any obligation of confidentiality; infringement, misappropriation, or misuse of any intellectual property right, or any other claim where interim relief from the court is sought to prevent serious and irreparable injury to one of the Parties or to others) that cannot be resolved by the Parties within a period of thirty (30) days after written notice of a dispute has been given by one Party hereunder to the other (the last day of such thirty (30) day period being herein referred to as the “Arbitration Date”), shall be settled exclusively by arbitration, conducted before arbitration by an arbitrator with substantial experience in Houstonresolving complex commercial contract disputes, Texas who shall be chosen from a list of JAMS arbitrators. The arbitration shall be conducted by one arbitrator appointed pursuant to the applicable procedures of JAMS and conducted under the then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall issue an award in support of his or her decision within 120 days of the selection of the arbitrator, stating the legal and factual basis for the decision and the reasoning leading to such decision. The arbitrator shall be prohibited from awarding damages or remedies in excess of those allowed by the provisions of this Agreement. If the Parties cannot agree upon the identity of an arbitrator within fifteen (15) days following either Party’s receipt of notice that an arbitration has been commenced by the other Party, then an arbitrator shall be selected on an expedited basis in accordance with the National Arbitration Rules for and Procedures of JAMS. Any arbitrator so selected shall have substantial experience in the Resolution networking and wireless communication circuitry industries. The arbitrator shall have the authority to grant specific performance and shall allocate between the Parties the costs of Employment Disputes arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The substantially prevailing Party in the arbitration, as shall be determined by the arbitrator, shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. The decision and award of the American Arbitration Association then in effect. Judgment arbitrator shall be final and binding and judgment on the award so rendered may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company jurisdiction thereof. The arbitration shall be entitled held in Santa Xxxxx County, California, and the award shall be deemed to seek a restraining order or injunction be made in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction California. Except as may be granted without requiring determined otherwise by the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party Party shall bear its own counsel fees costs and expenses except as otherwise provided expenses, including attorney’s fees, witness fees, travel expenses, and preparation costs. Notwithstanding the foregoing, each Party shall have the right to institute an action in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (court of proper jurisdiction for preliminary injunctive relief pending a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined final decision by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators a permanent injunction and damages shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined be awarded by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 2 contracts

Samples: Volume Purchase Agreement (Aruba Networks, Inc.), Volume Purchase Agreement (Aruba Networks, Inc.)

Arbitration. Any To the extent permissible by law, the parties irrevocably agree that any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively referred to arbitration governed by the Federal Arbitration Act (“FAA”). A party may commence arbitration following the mediation procedure set forth in clause 27 by delivering notice to the other party of written notice a written notice of arbitration, which shall include a concise description of the dispute submitted for arbitration, the facts supporting the party’s position, and the relief sought. Any election to arbitrate, at any time, shall be final and binding on the other party. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted before an arbitrator in Houston, Texas by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the National Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website xxx.xxxxxxx.xxx. Each party will be responsible for the Resolution of Employment Disputes of the American Arbitration Association then paying any JAMS filing, administrative, and arbitrator fees in effectaccordance with JAMS rules. Judgment on the arbitrator’s award may be entered on the arbitration award in any court having jurisdiction; provided. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, howeverthrough the submission of documents, that by phone, or online. If conducted in person, the Company arbitration shall be entitled take place in the State of New York. The parties may litigate in court to seek compel arbitration, to stay a restraining order proceeding pending arbitration, or injunction to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Notwithstanding the foregoing, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to prevent protect our proprietary interests. Notwithstanding the above, if Zoomo is required to repossess the Bike or enforce any violation or continuation of any violation rights and remedies in respect of the provisions of Articles 11security interest in the Bike, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction it may commence proceedings against you in the courts in the State where you are a resident as may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or required in connection with this Agreement (a “Covered Claim by repossessing the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, Bike or the enforcing such rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyremedies.

Appears in 2 contracts

Samples: Zoomo Lease Agreement, Zoomo Lease Agreement

Arbitration. Any dispute Except as set forth in Section 6.7.2 or controversy this Section 8.3, all claims arising under out of or in connection with related to this Agreement Agreement, or a breach hereof, that are not otherwise resolved by the parties by negotiation or voluntary mediation shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas binding arbitration in accordance with the National Rules for procedures set forth in this Section 8.3. All arbitrations will be conducted in Tampa, Florida, or at another location mutually approved by such parties, pursuant to the Resolution of Employment Disputes AAA Rules, by one arbitrator. The arbitrator shall be a lawyer who is disinterested in the controversy, shall be independent of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; providedparties, however, that the Company shall be entitled to seek have training and experience as an arbitrator and shall have a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement demonstrated reputation for fairness and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected integrity as an arbitrator. Within 20 days The arbitrator is directed by this Agreement to conduct the arbitration hearing expeditiously after demand for arbitration has been filed with the AAA. Depositions shall be permitted only as deemed appropriate by the arbitrator, upon motion of the conclusion of party seeking deposition discovery, but shall be limited to no more than two (2) for each party. The parties to the arbitration hearing, will be entitled to conduct document discovery as deemed appropriate by the arbitrator(s) shall prepare written findings of fact and conclusions of lawarbitrator. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the The arbitrator will resolve any discovery disputes. All parties hereto and the Company agree that the arbitrator shall not be empowered have the power to award punitive damages against any party to such arbitrationsubpoena documents or parties as provided by law. The Company award of the arbitrator shall bear provide for an allocation among the parties of all administrative fees costs and expenses of the arbitration on a basis that is just and each party equitable under the circumstances and shall bear its own counsel award reasonable attorney’s fees and expenses to the prevailing party. The arbitrator shall have no power to award punitive damages except as otherwise provided to the extent authorized by any applicable statute. Notices of demand for arbitration must be given in this paragraph. If Employee makes a claim against writing to the Company relating to and the performance of, other Shareholders in accordance with Section 9.3 within a reasonable time after the claim has arisen but in no event later than the date when institution of legal or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim equitable proceedings based on such claim would be barred by the Employee”)applicable statute of limitations. The award of the arbitrator shall be in writing, shall be based on the arbitrators shall award Employee his reasonable legal fees evidence admitted and expenses if Employee prevails on one material Covered Claim by the Employee (applicable law as determined by the arbitrator)arbitrator and shall contain a reasoned award for each claim. If a claim is made The award rendered by the Company against Employee relating to the performance ofarbitrator is final and binding on all parties, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim judgment may be entered upon it by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement court of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companycompetent jurisdiction.

Appears in 2 contracts

Samples: Stock Purchase and Shareholders Agreement, Stock Purchase and Shareholders Agreement (Earthfirst Technologies Inc)

Arbitration. Any The parties hereto agree and acknowledge that any dispute or controversy arising under this contract or in connection with this Agreement related to the provision of or failure to provide officiating services for the MPA or the Member Schools shall be settled exclusively submitted to arbitration for final and binding resolution. The Arbitration Panel shall be composed of three neutral members; one neutral arbitrator shall be chosen by arbitrationthe MPA, conducted before an one neutral arbitrator in Houstonshall be chosen by the Board, Texas in accordance with and the National two chosen by the parties will appoint a third neutral arbitrator. The parties agree and acknowledge that the Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effecteffect at the time of the hearing will govern the proceedings before the arbitrators. Judgment may be entered In the event the arbitrators chosen by the parties cannot agree on the choice of a panel within 15 days, either side will have the right to request the American Arbitration Association to appoint a third neutral arbitrator in accordance with the applicable rules of the American Arbitration Association. All decisions of this arbitration award in any court having jurisdiction; provided, however, that the Company panel shall be entitled to seek a restraining order or injunction in any court of competent final and binding on the parties. The arbitrators have jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 determine whether there is a breach of this Agreement and Employee hereby consents that such restraining if so, enter any order or injunction which may be granted without requiring appropriate under the Company to post a bondcircumstances. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”)However, the arbitrators shall not have jurisdiction to award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim money damages or any other relief involving a monetary payment. Any decision or finding by the Employee (as determined by arbitrators shall not have any res judicata or collateral estoppel effect in any judicial proceeding in which the arbitrator). If a claim is made by MPA, the Company against Employee relating to Member Schools, the performance ofBoard, or the rights and obligations of, Employee Member Officials seek any monetary award arising under, relating to out of or in connection with anyway related to this Agreement (a “Covered Claim Agreement. The parties agree that the costs of any arbitration under this provision shall be borne equally by the Company”)parties, with the MPA paying fifty percent (50%) of the costs and the Board paying fifty percent (50%) of the costs. However, the parties further agree and acknowledge that the fees of the arbitrators shall award Employee his reasonable legal fees and expenses; be borne equally by the parties provided that if such Covered Claim each party has approved in advance of the commencement of the arbitration proceedings the fee charged by the Company relates to Employee’s performance or obligations under Articles 11neutral arbitrator who is selected by the other party. If the fee is not approved by the other party in advance of the commencement of the arbitration proceedings, 12, 13 or 15, the party who selected the arbitrator whose fee is in dispute shall pay that portion of the fee which exceeds the rate of compensation for arbitrators which is set by the American Arbitration Association and the parties shall share equally in the remaining portion of the fee said arbitrator. The decision of the arbitrators shall award Employee his legal fees be binding upon the parties and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included shall be enforceable in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) courts of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date State of Employee’s termination of employment with the CompanyMaine.

Appears in 2 contracts

Samples: Officials' Agreement, Officials' Agreement

Arbitration. Any dispute or controversy Except as provided above for alleged violations of Sections 7, 8 and 9 of this Agreement, for which immediate equitable relief in an appropriate court of law specified in Section 16 may be sought, and except for claims for benefits under any Company benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, which shall be made and resolved in the manner specified in the claims procedures applicable to the plan at issue, any and all disputes and controversies arising under or in connection with this Agreement shall be settled exclusively by arbitration, arbitration conducted before an one arbitrator sitting in Houstonthe State of Nevada, Texas applying federal and/or Nevada law, or at such other location agreed by the parties hereto, in accordance with the National Employment Arbitration Rules for the Resolution of Employment Disputes and Mediation Procedures of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company The parties shall be entitled to seek take the following discovery in such proceedings: a restraining order total of 20 interrogatories, document requests, or injunction requests for admission; and up to two seven-hour depositions per party, with such discovery to be conducted in any court accordance with the Federal Rules of competent jurisdiction Civil Procedure. Upon motion, the arbitrator has the authority to prevent any violation or continuation permit additional discovery (and to place limits upon such additional discovery) upon a showing of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post compelling need by a bondparty. Only individuals who are on the AAA register of arbitrators Each party shall be selected as an arbitratorentitled to present the testimony of one or more expert witnesses in such arbitration. Within 20 The parties may submit post-hearing briefs within 21 days of the conclusion close of the arbitration hearing, and the arbitrator(s) determination of the arbitrator shall prepare written findings be made within 30 days following the receipt of fact and conclusions of lawthe parties’ post-hearing briefs. It is mutually agreed that the written The decision of the arbitrator(sarbitrator shall be final and binding on the parties. A final judgment may be entered in any court having proper jurisdiction based on the award of the arbitrator. Company shall pay all reasonable fees of professionals and experts and other costs and fees incurred by Executive in connection with any arbitration relating to the interpretation or enforcement of any provision of this Agreement if Executive prevails on any material substantive issue in such proceeding; otherwise, each party shall be responsible for its own such fees and costs, and the costs of the arbitration (AAA fees, arbitrator fees, arbitrator expenses, room costs, etc.) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim split evenly by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyparties.

Appears in 2 contracts

Samples: Agreement (Medizone International Inc), Agreement (Medizone International Inc)

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas in accordance In the event a contractor has not complied with the National Rules for contractual MBE/WBE percentages in its Schedule D, underutilization of MBEs/WBEs shall entitle the Resolution affected MBE/WBE to recover from the contractor damages suffered by such entity as a result of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdictionbeing underutilized; provided, however, that this provision shall not apply to the Company extent such underutilization occurs pursuant to a waiver or substitution approved by the City. The Ordinance and contracts subject thereto provide that any disputes between the contractor and such affected MBEs/WBEs regarding damages shall be entitled resolved by binding arbitration before an independent arbitrator other than the City, with reasonable expenses, including attorney's fees, being recoverable by a prevailing MBE/WBE in accordance with these regulations. This provision is intended for the benefit of any MBE/WBE affected by underutilization and grants such entity specific third party beneficiary rights. Any rights conferred by this regulation are non-waivable and take precedence over any agreement to seek the contrary, including but not limited to those contained in a restraining order subcontract, suborder, or injunction communicated orally between a contractor and a MBE/WBE. An MBE/WBE desiring to arbitrate shall contact the contractor in writing to initiate the arbitrative process. Except as otherwise agreed to in writing by the affected parties subject to the limitation contained in the last sentence of the previous paragraph, within ten (10) calendar days of the contractor receiving notification of the intent to arbitrate from the MBE/WBE the above-described disputes shall be arbitrated in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), a not-for-profit agency, with an office at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000 [Phone: (000) 000-0000; Fax: (000) 000-0000]. All such arbitrations shall be initiated by the MBE/WBE filing a demand for arbitration with the AAA; shall be conducted by the AAA; and held in Chicago, Illinois. All arbitration fees are to be paid pro rata by the parties, however, that the arbitrator is authorized to award reasonable expenses, including attorney and arbitrator fees, as damages to a prevailing MBE/WBE. The MBE/WBE must send the City a copy of the Demand for Arbitration within ten (10) calendar days after it is filed with the AAA. The MBE/WBE also must send the City a copy of the decision of the arbitrator within ten (10) calendar days of receiving such decision. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyjurisdiction.

Appears in 2 contracts

Samples: Business Associate Agreement, Business Associate Agreement

Arbitration. Any If a dispute arises out of or relates to this Agreement, or the breach thereof, and if such dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration, litigation, or some other dispute resolution procedure as required by this Section 9.14. Failing an adequate resolution by mediation, any controversy or claim arising under out of or in connection with relating to this Agreement or the transactions contemplated hereby, including any controversy or claim arising out of or relating to the Parties' decision to enter into this Agreement, shall be settled exclusively by binding arbitration. There shall be one arbitrator to be mutually agreed upon by the Parties involved in the controversy and to be selected from the National Panel of Commercial Arbitrators (or successor panel, conducted before if any). If within 45 days after service of the demand for arbitration the Parties are unable to agree upon such an arbitrator who is willing to serve, then an arbitrator shall be appointed by the American Arbitration Association in Houstonaccordance with its rules. Except as specifically provided in this Section 9.14, Texas the arbitration shall be conducted in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then Association. The arbitrator shall not render an award of punitive damages. Any arbitration hereunder shall be held in effectNew York, New York. Expenses related to the arbitration, including counsel fees, shall be borne by the Party incurring such expenses, unless the arbitrator determines another allocation is more equitable. The fees of the arbitrator and of the American Arbitration Association, if any, shall be divided equally among the Parties involved in the controversy, unless the arbitrator determines another allocation is more equitable. Judgment upon the award rendered by the arbitrator (which may, if deemed appropriate by the arbitrator, include equitable or mandatory relief with respect to performance of obligations hereunder) may be entered on the arbitration award in any court having of competent jurisdiction; provided, however, that the Company . Nothing in this Section 9.14 shall be entitled restrict any Parties' ability to seek a restraining order injunctive or injunction other equitable relief in any court of competent jurisdiction prior to prevent initiating mediation or arbitration. In the event that such injunctive or equitable relief is sought by any violation or continuation of any violation Party, such Party is specifically entitled to enforce the appropriate provisions of the provisions Agreement in obtaining such relief in any court of Articles 11competent jurisdiction and, 12thereafter, 13 submit the remaining controversy, dispute or 15 of claim to arbitration in accordance with this Agreement and Employee hereby consents that Section. Any proceeding for such restraining order injunctive or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators other equitable relief shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingheld in New York, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyNew York.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Us Legal Support Inc), Agreement of Purchase and Sale (Us Legal Support Inc)

Arbitration. Any In the event that a dispute or controversy arising under or in connection with arises between the parties regarding the formation, interpretation and/or the terms and conditions of this Agreement and/or if there arises any other claim or legal dispute between the parties with respect to Executive’s employment or the termination thereof (the “Dispute”), the complaining party shall be settled exclusively by arbitrationsubmit the Dispute in writing to the other party for resolution. If the Dispute is not resolved between the parties within thirty (30) days of the date the Dispute is submitted in writing to the other party, conducted the complaining party must make a demand for final and binding arbitration in Boston, MA before an arbitrator in Houston, Texas in accordance with pursuant to the National Employment Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effecteffect at the time of the Dispute (the “AAA Rules”) if the complaining party wishes to pursue the Dispute (“Demand for Arbitration”). Judgment may be entered on the arbitration award in any court having jurisdiction; providedProvided, however, that the foregoing shall not preclude the Company shall be entitled to seek from immediately seeking injunctive or other equitable relief in a restraining order or injunction in any court of competent jurisdiction to prevent any violation in connection with Executive’s breach or continuation of any violation threatened breach of the Restrictive Covenants or the provisions of Articles 11, 12, set forth in Sections 13 or 15 14 of this Agreement Agreement. The parties expressly understand that by agreeing to this arbitration provision, they are agreeing to waive any rights to a civil action and/or jury trial regarding any Disputes between them. The parties shall share all costs, filing fees, and Employee hereby consents that such restraining order or injunction administrative fees for the arbitration equally as they come due; the parties shall be responsible for their own attorneys’ fees, witness fees, and travel costs. The arbitrator shall have the authority to rule on any and all issues properly presented in the Demand for Arbitration and/or pursuant to the AAA Rules and may award any and all relief provided under applicable law. The arbitrator’s award may be granted without requiring enforced, vacated, modified or corrected as set forth in the Company to post a bondFederal Arbitration Act, 9 U.S.C § 1 et seq. Only individuals who are on the AAA register of arbitrators This Agreement shall be selected governed by the Federal Arbitration Act, 9 U.S.C § 1 et seq., as an arbitrator. Within 20 days amended, and the applicable rules of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of lawAmerican Arbitration Association set forth in this Agreement. It is mutually agreed that the written decision of the arbitrator(s) This Agreement shall be validbinding upon, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating inure to the performance of, or the rights and obligations ofbenefit of Executive, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights their respective permitted successors and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyassigns.

Appears in 2 contracts

Samples: Employment Agreement (Keryx Biopharmaceuticals Inc), Employment Agreement (Keryx Biopharmaceuticals Inc)

Arbitration. Any READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SONNEN, INC. For any dispute or controversy arising under or with sonnen, Inc. in connection with this Agreement Factory Limited Warranty, you agree to first contact us at the email address identified below and attempt to resolve the dispute with us informally. If the dispute has not been resolved after 60 days, we each agree to resolve such dispute through binding arbitration under the Optional Expedited Arbitration Procedures then in effect for the Judicial Arbitration and Mediation Services (“JAMS”). JAMS may be contacted at xxx.xxxxxxx.xxx. The existence, content and result of the arbitration shall be settled exclusively held in confidence by arbitrationall participants. The arbitration will be conducted by a single arbitrator selected by agreement of the Parties or, conducted before an arbitrator in Houstonfailing such agreement, Texas appointed in accordance with the National Rules JAMS rules. The arbitration shall be conducted in English and in Atlanta, Georgia. If you are using the Covered Products for commercial purposes, each Party will bear its own expenses in the Resolution of Employment Disputes arbitration and will share equally the costs of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdictionarbitration; provided, however, that the Company shall arbitrator may, in their discretion, award reasonable costs and fees to the prevailing Party. If you are an individual using the Covered Products for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may xxx in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entitled to seek a restraining order or injunction entered in any court of competent jurisdiction jurisdiction. Nothing in this Section shall be deemed as preventing sonnen, Inc. from seeking injunctive or other equitable relief from the courts as necessary to prevent any violation the actual or continuation of any threatened infringement, misappropriation, or violation of the provisions of Articles 11our data security, 12, 13 intellectual property rights or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyother proprietary rights.

Appears in 2 contracts

Samples: sunwatts.com, cdn-sonnen-media.s3.amazonaws.com

Arbitration. Any dispute dispute, claim or controversy based on, arising under out of or in connection with relating to Executive’s employment or this Agreement shall be settled exclusively by arbitrationfinal and binding arbitration in San Diego, conducted California, before an a single neutral arbitrator in Houston, Texas in accordance with the National JAMS Employment Arbitration Rules for and Procedures (the Resolution of Employment Disputes of “Rules”), and judgment on the American Arbitration Association then in effect. Judgment award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction. Arbitration may be compelled pursuant to the California Arbitration Act (Code of Civil Procedure §§ 1280 et seq.). If the parties are unable to agree upon an arbitrator, one shall be appointed by JAMS in accordance with its Rules. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, howeverfurther, that the Company prevailing party shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11reimbursed for such fees, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees costs and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement within forty-five (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to 45) days following any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included award, but in the Accrued Obligations payable to Employee under Article 6 shall be made not no event later than the close last day of Employeethe Executive’s taxable year following the taxable year in which Employee incurs the expensefees, costs and expenses were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of the Termination Date. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, JAMS administrative fees, the fee of the arbitrator, and all other fees and costs, shall be borne by the Company. This Section 9 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to Executive’s employment; provided, however, thatthat neither this Agreement nor the submission to arbitration shall limit the parties’ right to seek provisional relief, upon Employee’s termination of employment with the Companyincluding without limitation injunctive relief, in no event any court of competent jurisdiction pursuant to California Code of Civil Procedure § 1281.8 or any similar statute of an applicable jurisdiction. Seeking any such relief shall any additional reimbursement not be made prior deemed to be a waiver of such party’s right to compel arbitration. Both Executive and the date that is six months after the date of Employee’s termination of employment Company expressly waive their right to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companya jury trial.

Appears in 2 contracts

Samples: Employment Agreement (Zogenix, Inc.), General Release of Claims (Zogenix, Inc.)

Arbitration. Any dispute or controversy arising (a) Except with respect to disputes and claims under or Paragraphs 5, 6 and 7 hereof (which the parties hereto may pursue in connection any court of competent jurisdiction and which may be pursued in any court of competent jurisdiction as specified below and with this Agreement respect to which each party shall be settled exclusively bear the cost of its own attorneys’ fees and expenses, except to the extent otherwise required by applicable law), each party hereto agrees that arbitration, conducted before an arbitrator pursuant to the procedures set forth in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (as adopted and effective as of June 1, 1997 or such later version as may then be in effect) (the “AAA Rules”), shall be the sole and exclusive method for resolving any claim or dispute (“Claim”) arising out of or relating to the rights and obligations of the parties under this Agreement and the employment of Executive by the Company (including, without limitation, claims and disputes regarding employment discrimination, sexual harassment, termination and discharge), whether such claim arose or the facts on which such Claim is based occurred prior to or after the execution and delivery of this Agreement. Judgment may The parties hereto agree that (i) one arbitrator shall be entered appointed pursuant to the AAA Rules to conduct any such arbitration, (ii) all meetings of the parties and all hearings with respect to any such arbitration shall take place in Minneapolis, Minnesota, (iii) each party to the arbitration shall bear its own costs and expenses (including, without limitation, all attorneys’ fees and expenses, except to the extent otherwise provided by applicable law), (iv) all costs and expenses of the arbitration proceeding (such as filing fees, the arbitrator’s fees, hearing expenses, etc.) shall be borne equally by the parties hereto. The parties agree that the judgment, award or other determination of any arbitration under the AAA Rules shall be final, conclusive and binding on all of the parties hereto. Nothing in this Paragraph 25 shall prohibit any party hereto from instituting litigation to enforce any final judgment, award or determination of the arbitration. Each party hereto hereby irrevocably submits to the jurisdiction of the appropriate state courts sitting in Minneapolis, Minnesota, and agrees that either court shall be the exclusive forum for the enforcement of any such final judgment, award or determination of the arbitration. Each party hereto irrevocably consents to service of process by registered mail or personal service and waives any objection on the arbitration award in any court having grounds of personal jurisdiction; provided, however, venue or inconvenience of the forum. Each party hereto further agrees that the Company shall be entitled to seek a restraining order or injunction each other party hereto may initiate litigation in any court of competent jurisdiction to prevent execute any violation judicial judgment enforcing or continuation of not enforcing any violation award, judgment or determination of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 2 contracts

Samples: Employment Agreement (WII Components, Inc.), Employment Agreement (WII Components, Inc.)

Arbitration. Any dispute In the event the designated senior executives are not able to resolve, within an additional thirty (30) day period or controversy arising under or such other period as the parties may mutually agree, any Dispute pursuant to the Informal Dispute Resolution procedure as set forth in connection with this Agreement Section 20.1, such Dispute shall be settled exclusively resolved by arbitration, conducted before an arbitrator in Houston, Texas binding arbitration of three arbitrators in accordance with the National Rules rules (“Rules”) promulgated by the International Chamber of Commerce (the “ICC”). Each Party shall select one arbitrator in the request for arbitration and the Resolution of Employment Disputes answer to the request respectively, and the two nominated arbitrators shall select their chairman, provided however, that if the two nominated arbitrators are unable to mutually agree to the chairman within thirty (30) days after the appointment of the American Arbitration Association then second arbitrator, the chairman shall be selected by the ICC in effectaccordance with the Rules. Judgment For purposes of the selection of arbitrators under this Section 20.2, the Customers shall be collectively considered to be a single Party. Unless otherwise mutually agreed to by the parties to the arbitration, the arbitration shall take place in New York, NY, and the procedural law of the place of arbitration shall apply where the Rules are silent. The language of the arbitration and all pleadings, written statements, documents, and decisions shall be in English. The decision or award rendered by the arbitrators shall be written, final and non-appealable and may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction and enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction to prevent (i) for interim injunctive relief, or (ii) in conjunction with any violation or continuation dispute about the validity of any violation a patent without breach of this arbitration provision. The costs of the provisions of Articles 11arbitration, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all including administrative fees and expenses fees of the arbitration and each party arbitrators, shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim be shared equally by the Employee”)parties, the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as unless otherwise determined by the arbitrator)arbitrators. If a claim Furthermore, notwithstanding the foregoing, if an IP Claim or IP Claim to Contractor is made brought against any Party to this Contract, such Party may bring any counterclaim, cross-claim, impleader or other action to bring any other Party or Parties to this Contract into such third party initiated action if the Party brought into such suit would have an indemnity obligation under Section 12 or 13 hereunder; the question whether or not such indemnification obligation between the Parties exists shall be decided by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or arbitral tribunal in connection accordance with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company20.

Appears in 2 contracts

Samples: Contract (Skyterra Communications Inc), Contract (Terrestar Corp)

Arbitration. Any Corporation, Bank and Executive recognize that in the event a dispute should arise between them concerning the interpretation or controversy arising under implementation of this Agreement, lengthy and expensive litigation will not afford a practical resolution of the issues within a reasonable period of time. Consequently, with the exception of the Engagement in Other Employment provisions in Section 3, the Unauthorized Disclosure provisions of Section 8, the Return of Company Property and Documents provisions of Section 10 and the Restrictive Covenant provisions in Section 11, which Corporation or Bank may seek to enforce in connection with any court of competent jurisdiction, each party agrees that all disputes, disagreements and questions of interpretation concerning this Agreement shall are to be settled exclusively by arbitrationsubmitted for resolution, conducted before an arbitrator in HoustonScranton, Texas Pennsylvania, to the American Arbitration Association (“Association”) in accordance with the Association’s National Rules for the Resolution of Employment Disputes or other applicable rules then in effect (“Rules”). Corporation, Bank or Executive may initiate an arbitration proceeding at any time by giving notice to the other in accordance with the Rules. Corporation, Bank and Executive may, as a matter of right, mutually agree on the appointment of a particular arbitrator from the Association’s pool. The arbitrator shall not be bound by the rules of evidence and procedure of the American Arbitration Association then in effectcourts of the Commonwealth of Pennsylvania but shall be bound by the substantive law applicable to this Agreement. Judgment may The arbitration proceeding and all filings, testimony, documents and information, relating to or presented during the proceeding, shall be entered on disclosed exclusively for the purpose of facilitating the arbitration award process and for no other purpose and shall be deemed to be information subject to the confidentiality provisions of this Agreement. The decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious error of fact or law, shall be final and binding upon the parties and shall be enforceable in any court having courts of proper jurisdiction; provided. Following written notice of a request for arbitration, howeverCorporation, that the Company Bank and Executive shall be entitled to seek a an injunction restraining order or injunction all further proceedings in any court of competent jurisdiction to prevent any violation pending or continuation of any violation of the provisions of Articles 11subsequently filed litigation concerning this Agreement, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyherein.

Appears in 2 contracts

Samples: Executive Employment Agreement (Fidelity D & D Bancorp Inc), Executive Employment Agreement (Fidelity D & D Bancorp Inc)

Arbitration. Any dispute To the extent allowed by law, any controversy between us arising out of your business or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, submitted to arbitration conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then and in effectaccordance with its rules. Judgment Arbitration must be commenced by service upon the other party of a written demand for arbitration or a written notice of intention to arbitrate. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre- dispute arbitration agreement against any person who has initiated in court a putative class action and who is a member of a putative class and who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. The decision and award of a majority of any arbitration panel shall be binding and final, and each party to this Agreement hereby agrees that such party will accept such decision and award as binding and conclusive and will abide thereby, and such award may be filed with the clerk of the court in the county where the principal office of AEWM is located, or in any other court having proper jurisdiction, as a basis of judgment, and an execution may be issued for its collection; without in any way limiting the foregoing, a judgment upon any award rendered hereunder may be entered on in the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any highest court of competent the forum, state or federal, having jurisdiction to prevent any violation or continuation of any violation of in the provisions of Articles 11, 12, 13 or 15 of this Agreement premises. The decision and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion award of the arbitration hearing, the arbitrator(s) panel shall prepare written findings of fact and conclusions of law. It is mutually agreed include an order that the written decision of non-prevailing party pay all fees, costs, and expenses, including reasonable attorney’s fees, incurred by the arbitrator(s) prevailing party in relation to the arbitration. Venue in any matter arbitrated pursuant to this provision shall be validexclusively in Topeka, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any Kansas. Each party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”)acknowledges: • ARBITRATION IS FINAL AND BINDING ON THE PARTIES • THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator)INCLUDING THE RIGHT TO JURY TRIAL. If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.• PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS • THE ARBITRATORS’ AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED

Appears in 2 contracts

Samples: Wealth Management LLC Sub Advisory Agreement, Wealth Management LLC Sub Advisory Agreement

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that Xxxxxxx and the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that in the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes event a claim against the Company dispute arises concerning or relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of Xxxxxxx’x employment with the Company, any termination therefrom, or the interpretation, application or enforcement of this Agreement, such dispute shall be submitted to binding arbitration in no event accordance with the employment arbitration rules of American Arbitration Association (“AAA”) by a single impartial arbitrator experienced in employment law selected as follows: if the Company and Xxxxxxx are unable to agree upon an impartial arbitrator within ten days of a request for arbitration, the parties shall any additional reimbursement be made prior request a panel of employment arbitrators from AAA and alternatively strike names until a single arbitrator remains. The arbitration shall take place in Coeur d’Alene, Idaho, and both Xxxxxxx and the Company agree to submit to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) jurisdiction of the Codearbitrator selected in accordance with AAA’s rules and procedures. In Xxxxxxx and the Company further agree that arbitration as provided for in this section will be the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by either party hereto for temporary or preliminary injunctive relief pending arbitration in accordance with applicable law, or an administrative claim with an administrative agency. The parties further agree that the award of the arbitrator shall be final and binding on both parties. The arbitrator shall have discretion to award monetary and other damages, or no event shall damages, and to fashion such other relief as the arbitrator deems appropriate. The Company will be responsible for paying any reimbursement be made to Employee for such filing fees and expenses incurred after costs of the date that is 10 years after the date of Employee’s termination of employment with the Companyarbitration proceeding itself (for example, arbitrators’ fees, conference room, transcripts), but each party shall be responsible for its own attorneys’ fees. THE COMPANY AND XXXXXXX ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE, THEY ARE WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, EITHER STATE OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.

Appears in 2 contracts

Samples: Employment Agreement (Coeur D Alene Mines Corp), Employment Agreement (Coeur D Alene Mines Corp)

Arbitration. Any dispute or controversy arising under out of or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator referred to arbitration in Houston, Texas London in accordance with the National Rules for the Resolution Arbitration Act of Employment Disputes 1996 of the American Arbitration Association then in effect. Judgment may be entered on United Kingdom or any statutory modification or re-enactment thereof save to the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled extent necessary to seek a restraining order or injunction in any court of competent jurisdiction give effect to prevent any violation or continuation of any violation of the provisions of Articles 11this Article. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. Arbitration shall be before three arbitrators. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Parties, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company other Party(ies) to post appoint its/ their own arbitrator within 14 calendar days of that notice, and stating that it will appoint its arbitrator as sole arbitrator unless the other Party(ies) appoint(s) its/ their own arbitrator and give notice that it/they has (have) done so within the 14 days specified. If the other Party(ies) do(es) not appoint its/ their own arbitrator and give notice that it/ they has (have) done so within the 14 days specified, the Party referring a bonddispute to arbitration LEGAL\34560471\1 INDAMEX CROSS SPACE CHARTER, SAILING AND COOPERATIVE WORKING AGREEMENT Agreement No. Only individuals who are on 011830-012 (7th Edition) First Revised Page No. 13 may, without the AAA register requirement of arbitrators any further prior notice to the other Party(ies), appoint its arbitrator as sole arbitrator and shall advise the other Party(ies) accordingly. The award of a sole arbitrator shall be selected binding on all Parties as an if he had been appointed by agreement. Nothing herein shall prevent the Parties from agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. Within 20 days In cases where neither the claim nor any counterclaim exceeds the sum of the conclusion of US$ 100,000 the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided conducted in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment accordance with the Company, in no event shall any additional reimbursement be made prior to LMAA Small Claims Procedure current at the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companytime when arbitration proceedings are commenced.

Appears in 2 contracts

Samples: Working Agreement, Working Agreement

Arbitration. Any dispute In the event any claim or controversy arising arises under or in connection with concerning any provision of this Agreement Agreement, excluding the termination provision (Paragraph 10), Company and Executive hereby agree that such claim or controversy shall be settled exclusively by arbitrationfinal, conducted before an arbitrator in Houston, Texas binding arbitration in accordance with the National Employment Dispute Resolution Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; Association, provided, however, that the impartial arbitrator shall be chosen as follows: if Company and Executive are unable to agree upon an impartial arbitrator within five (5) days of a request for arbitration, the parties shall request a panel of five (5) labor and employment arbitrators from the American Arbitration Association and shall alternatively strike names until a single arbitrator remains. Arbitration shall occur, if practicable, in Santa Xxxxxxx County, CA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings, subject to any limitations placed on discovery by the arbitrator. The parties shall share equally in the costs of conducting the arbitration and shall each pay their expenses, but the prevailing party shall be entitled to seek recover its reasonable attorneys' fees. Notwithstanding the foregoing, nothing herein shall preclude or limit Company from seeking injunctive relief from a restraining order or injunction in any court of competent jurisdiction jurisdiction. Executive acknowledges and agrees that, by agreeing to prevent this provision, he is agreeing to arbitrate any violation claim relating to his employment, whether or continuation of any violation of not it arises under the provisions of Articles 11, 12, 13 or 15 terms of this Agreement Agreement, that may arise under federal and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingstate laws including, but not limited to, claims arising under Title VII, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided Age Discrimination in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations ofEmployment Act, the Company arising underAmericans with Disabilities Act and the Fair Employment and Housing Act. EXECUTIVE FURTHER UNDERSTANDS THAT BY AGREEING TO ARBITRATE EMPLOYMENT CLAIMS HE IS WAIVING HIS RIGHT TO BRING AN ACTION AGAINST COMPANY IN A COURT OF LAW, relating to or in connection with this Agreement (a “Covered Claim by the Employee”)EITHER STATE OR FEDERAL, the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance ofAND IS WAIVING HIS RIGHT TO HAVE HIS CLAIMS AND DAMAGES, or the rights and obligations ofIF ANY, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyDETERMINED BY A JURY.

Appears in 2 contracts

Samples: Key Employee Agreement (Valueclick Inc/Ca), Key Employee Agreement (Valueclick Inc/Ca)

Arbitration. Any controversy, dispute or controversy claim arising under out of or relating in connection with any way to this Agreement shall or the other agreements contemplated hereby or the transactions arising hereunder or thereunder that cannot be resolved by negotiation pursuant to paragraph (a) above shall, be settled exclusively by arbitration, conducted before an arbitrator binding arbitration in Houston, Texas Hong Kong and in accordance with the National current Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then International Chamber of Commerce. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this contract. In the event the parties are unable to agree upon an arbitrator, each party will select an arbitrator and the arbitrators in effectturn shall select a third arbitrator. Judgment may be entered on The language of the arbitration will be in English. The fees and expenses of the arbitrator shall be shared equally by the parties and advanced by them from time to time as required; provided that at the conclusion of the arbitration, the arbitrator may award costs and expenses (including the costs of the arbitration previously advanced and the fees and expenses of attorneys, accountant and other experts) plus interest, to the prevailing party to the extent that in any court having jurisdiction; providedthe judgment of the arbitrator it is fair to do so. No pre- arbitration discovery shall be permitted, however, except that the Company arbitrator shall be entitled have the power in his or her sole discretion, on application by any party, to seek a restraining order pre-arbitration examination solely of those witnesses and documents that any other party intends to introduce in its case-in-chief at the arbitration hearing. The arbitrator shall render his or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 her award within 90 days of the conclusion of the arbitration hearing. Notwithstanding anything to the contrary provided in this Section 16.15 and without prejudice to the above procedures, either party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the arbitrator(s) shall prepare written findings of fact status quo until such time as the arbitration panel is convened and conclusions of lawavailable to hear such party's request for temporary relief. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that The award rendered by the arbitrator shall be final and not subject to judicial review and judgment thereon may be empowered to award punitive damages against entered in any party to such arbitration. The Company shall bear all administrative fees and expenses court of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator)competent jurisdiction. Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall monetary award will be made not later than the close and payable in U.S. dollars free of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companytax or other deduction.

Appears in 2 contracts

Samples: Manufacturing Agreement (Rf Monolithics Inc /De/), Manufacturing Agreement (Rf Monolithics Inc /De/)

Arbitration. Any In the event of a dispute or controversy arising under out of or in connection with this Agreement Agreement, including any questions regarding its existence, validity, breach or termination, either party may give notice in writing to the other party informing it of the matter in dispute. If the parties are unable to resolve the dispute within thirty (30) days of the notice, then such dispute shall be settled exclusively submitted to arbitration and resolved by arbitrationa three-arbitrator panel. The party desiring to submit a matter to arbitration shall select one qualified disinterested arbitrator and shall notify the other party in writing of its appointment. Within thirty (30) days after receipt of notice of the appointment of the initial arbitrator, the remaining party shall select a qualified disinterested arbitrator and shall notify the party initiating the arbitration procedure of its selection in writing. The two arbitrators so selected shall then select a third arbitrator who shall act as chairman of the arbitration panel which shall determine the dispute. The arbitrators so appointed shall hold such hearing or hearings as the arbitrators may determine in order to permit the parties to the dispute to present such evidence as they may desire. All such arbitration hearings shall take place in the City of Roanoke, Virginia. The arbitrators shall decide the issues presented by majority decision. In all other respects the arbitration proceeding shall be conducted before an arbitrator in Houston, Texas in accordance with the National Rules for Virginia Uniform Arbitration Act (the Resolution of Employment Disputes "Arbitration Act"). The award or decision rendered by the arbitration panel (including an allocation of the American Arbitration Association then in effect. Judgment costs of arbitration) shall be final, binding and conclusive, and judgment may be entered on the arbitration upon such award in by any court having of competent jurisdiction; provided, however, that the Company . The arbitration provisions of this Agreement shall be entitled to seek not prevent any party from obtaining injunctive relief from a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation enforce the obligations of the provisions other party hereunder for which such party may require provisional relief pending a decision on the merits by the arbitration panel. The arbitration panel shall have authority to award any remedy or relief that a court of Articles 11competent jurisdiction could grant in conformity to applicable law, 12, 13 including the authority to award attorneys' fees or 15 of punitive damages. If either party to this Agreement and Employee hereby consents that such restraining order brings an arbitration or injunction may be granted without requiring action to enforce its rights under this Agreement, the Company to post a bond. Only individuals who are on the AAA register of arbitrators prevailing party shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingentitled to recover its costs and expenses, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be validincluding, bindingwithout limitation, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative reasonable attorneys' fees and expenses fees of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or experts incurred in connection with this Agreement (a “Covered Claim by the Employee”)such action, including any appeal to the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating or confirmation proceedings with respect thereto, which may be filed pursuant to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyArbitration Act.

Appears in 2 contracts

Samples: Executive Compensation Agreement (Bontex Inc), Executive Compensation Agreement (Bontex Inc)

Arbitration. Any dispute or controversy arising under or in connection with this Agreement Title Disputes shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas submitted for resolution in accordance with this Section 5.9 to an attorney with at least ten (10) years of experience in oil and gas title matters in the National Rules State of Kansas, and Environmental Disputes shall be submitted for resolution in accordance with this Section 5.9 to an attorney with at least ten (10) years of experience in oil and gas environmental matters in the Resolution State of Employment Disputes of Kansas (in each case, the “Arbitrator”). Seller and Purchaser shall attempt to agree upon an Arbitrator. In the event that Seller and Purchaser are not able to agree on an Arbitrator within ten (10) days after the date on which either Party determines to submit a Title Dispute or Environmental Dispute to arbitration, either Seller or Purchaser may request that the American Arbitration Association then in effect. Judgment may be entered on appoint the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationArbitrator. The Company shall bear all administrative fees and expenses of any Arbitrator shall be paid by the arbitration losing party. Each of Seller and each party Purchaser shall bear submit a written statement of its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating position to the performance of, Arbitrator with respect to the Title Dispute or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee Environmental Dispute (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made applicable) not later than the close tenth (10th) day after the Arbitrator is appointed. The Arbitrator shall render his or her decision within fifteen (15) days after the Arbitrator is appointed. The decision of Employee’s taxable year following the taxable year Arbitrator shall be conclusive and binding on Seller and Purchaser and shall be enforceable against any Party in which Employee incurs a court of competent jurisdiction. Anything in this Section 5.9 or the expense; providedother provisions of this Agreement to the contrary notwithstanding, however, that, upon Employee’s termination of employment with to the Company, in no event shall any additional reimbursement be made extent that all Title Disputes and Environmental Disputes have not been resolved prior to the date that Closing by arbitration or otherwise: (a) the Assets affected by such unresolved Title Defects and Environmental Defects shall be conveyed to Purchaser at the Closing; (b) an amount equal to (i) the aggregate Title Defect Values (as asserted in good faith by Purchaser, unless the Parties have otherwise agreed upon an amount) of the Assets (or portion thereof) affected by such unresolved Title Disputes and (ii) the aggregate Allocated Values of the Assets affected by such unresolved Environmental Disputes shall be deducted from amounts otherwise payable at the Closing under Section 8.2(b)(iii); (c) at the Closing, Purchaser shall deposit such amounts into the Escrow Account pursuant to the Escrow Agreement pending resolution of such Title Disputes and Environmental Disputes; and (d) as each such Title Dispute or Environmental Dispute is six months resolved by the Arbitrator or by agreement of Purchaser and Seller, Purchaser and Seller shall instruct the Escrow Agent to make payments from amounts deposited in the Escrow Account on account of such resolved Title Dispute or Environmental Dispute (and any interest or other earnings thereon): (i) to Purchaser if and to the extent resolved in favor of Purchaser, and (ii) otherwise, to Seller. In connection with any determination of an Environmental Dispute by an Arbitrator pursuant to this Section 5.9, it is understood that: (x) neither Party may introduce or otherwise use information obtained by Purchaser after the date of Employee’s termination of employment the Environmental Defect Notice with respect to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In Environmental Defect in dispute or its Environmental Defect Value, and in no event shall may the Arbitrator consider or give weight to any reimbursement be made to Employee for such fees and expenses incurred after the date information, (y) Neither Party may assert any violation of Environmental Law that is 10 years after not specified in the date Environmental Defect Notice with respect to the Environmental Defect in dispute, and (z) the Environmental Defect Value of Employee’s termination of employment an Environmental Defect may not exceed the amount thereof asserted in the Environmental Defect Notice with the Companyrespect thereto.

Appears in 2 contracts

Samples: Purchase, Sale and Joint Exploration Agreement (Rangeford Resources, Inc.), Purchase, Sale and Joint Exploration Agreement (Rangeford Resources, Inc.)

Arbitration. Any dispute All disputes between the parties arising out of or controversy arising under or in connection with related to this Agreement or your Membership not settled by Mediation (Section 25) shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas submitted to binding arbitration in accordance with the National Commercial Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect(“AAA”). Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company The Arbitration shall be entitled to seek a restraining order or injunction held in any court of competent jurisdiction to prevent any violation or continuation of any violation the Relevant State. The arbitrator(s) shall apply substantive law of the provisions Relevant State, or federal substantive law where state law is preempted. Subject to the limitations of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearingliability contained herein, the arbitrator(s) shall prepare written findings of fact have the power to grant all legal and conclusions of equitable remedies and award compensatory damages as provided pursuant to the foregoing applicable State or federal law. It is mutually agreed that the written decision of the The arbitrator(s) shall prepare in writing and provide to the parties an award including factual findings and the legal reasons on which the award is based. The prevailing party in any Arbitration hereunder shall be validawarded reasonable attorneys’ fees, binding, final expert and non-appealable; provided howeverexpert witness costs and any other expenses incurred directly or indirectly with said Arbitration, that including without limitation the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitrator(s). Any award rendered pursuant to such arbitration shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction over parties. Except as specified herein, each party shall bear its own counsel costs and attorneys’ fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”)any such arbitration. EACH PARTY UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator)THE PARTY AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO ARBITRATION, AND THAT THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN THIS SECTION CONSTITUTE, TO THE GREATEST EXTENT PERMISSIBLE BY LAW, A WAIVER OF THE PARTY’S RIGHT TO A JURY TRIAL. If a claim is made by the Company against Employee Survival. The intellectual property, disclaimer of warranties, limitation of liability, non-disparagement, proprietary rights, any provisions relating to the performance ofpayment of sums owed set forth in this Agreement, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in other provisions that by their sense and context the Accrued Obligations payable parties intend to Employee under Article 6 have survive, shall be made not later than survive the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyor lapse this Agreement.

Appears in 2 contracts

Samples: Membership Agreement, Membership Agreement

Arbitration. Any dispute For any Dispute involving amounts owed under the Agreement, or controversy arising whether a Party has breached its obligations under or in connection with this the Agreement (and/or has cured such breach), such Dispute (if not resolved by the Parties under Section 11.1) shall be settled exclusively resolved by arbitration, conducted before an arbitrator in Houston, Texas final and binding arbitration in accordance with this Section 11.2, under the National Commercial Arbitration Rules and Supplementary Procedures for the Resolution of Employment Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 11.1, refer any such Dispute to arbitration by submitting written notice to the other Party. Within [***] Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within [***] days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in effectNew York, New York, and the proceedings shall be conducted in the English language. Judgment The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be entered on instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within [***] calendar days after the conclusion of the arbitration hearing, issue a written award in and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any court having jurisdictiondamages awarded (if applicable). The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) *Confidential Treatment Requested. award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the Company shall damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be entitled to seek a restraining order or injunction enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 11.2 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to prevent or during any violation arbitration if necessary to protect the interests of such Party or continuation of any violation of to preserve the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of status quo pending the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of lawproceeding. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto The Parties agree that the arbitrator arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be empowered disclosed beyond the arbitrator, the Parties, their counsel and any person necessary to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses the conduct of the arbitration and each party shall bear its own counsel fees and expenses proceeding, except as otherwise provided may lawfully be required in this paragraph. If Employee makes a claim against the Company judicial proceedings relating to the performance of, arbitration or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyotherwise.

Appears in 2 contracts

Samples: Exclusive License Agreement (ProNAi Therapeutics Inc), Exclusive License Agreement (ProNAi Therapeutics Inc)

Arbitration. Any The parties shall use their best efforts and good will to settle all disputes by amicable negotiations. The Company and the Executive agree that, with the express exception of any dispute or controversy arising under Sections 11 and 12 of this Agreement, any controversy or claim arising out of or in connection any way relating to the Executive’s employment with the Company, including, without limitation, any and all disputes concerning this Agreement and the termination of this Agreement that are not amicably resolved by negotiation, shall, to the fullest extent permitted by applicable law, be submitted to and decided by arbitration in New Jersey, or such other place agreed to by the parties. This paragraph shall not apply to any action or claim that cannot be subject to mandatory arbitration as a matter of law. It is agreed that any arbitration pursuant to this section shall proceed as follows. Any such arbitration shall be settled exclusively heard by a single arbitrator. Except as the parties may otherwise agree, the arbitration, including the procedures for the selection of an arbitrator, shall be conducted before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then (“AAA”). To the fullest extent permitted by applicable law, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of the arbitration requirement contained in effectthis Section and the arbitrability of any dispute between the parties. All attorneys’ fees and costs of the arbitration shall in the first instance be borne by the respective party incurring such costs and fees, but the arbitrator shall have the discretion to award costs and/or attorneys’ fees as he or she deems appropriate under the circumstances. The parties hereby expressly waive punitive damages, and under no circumstances shall an award contain any amounts that are in any way punitive in nature. Judgment on the award rendered by the arbitrator may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of lawthereof. It is mutually intended that controversies or claims submitted to arbitration under this Section 8 shall remain confidential, and to that end it is agreed by the parties that neither the written decision facts disclosed in the arbitration, the issues arbitrated, nor the view or opinions of the arbitrator(s) any persons concerning them, shall be validdisclosed to third persons at any time, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, extent necessary to enforce an award or the rights and obligations of, the Company arising under, relating judgment or as required by law or in response to legal process or in connection with such arbitration. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 8 or this Agreement shall be construed to prevent the Executive from filing a complaint or charge with the U.S. Equal Employment Opportunity Commission, the New Jersey Division on Civil Rights or any similar federal or state administrative agency. Notwithstanding the foregoing, each of the parties agrees that, prior to submitting a dispute under this Agreement to arbitration, the parties agree to submit for a period of sixty (60) days, to voluntary mediation before a “Covered Claim by jointly selected neutral third party mediator under the Employee”auspices of JAMS, New York, New York Resolutions Center (or any successor location), pursuant to the arbitrators procedures of JAMS International Mediation Rules conducted in New Jersey (however, such mediation or obligation to mediate shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by not suspend or otherwise delay any termination or other action of the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by affect the Company’s other rights), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 2 contracts

Samples: Employment Agreement (Everest Reinsurance Holdings Inc), Employment Agreement (Everest Group, Ltd.)

Arbitration. Any If any disputes between the Target Company, on the one hand, and the New Purchaser, on the other hand, are not resolved by the parties within 60 days, either the New Purchaser or the Target Company may submit the dispute or controversy arising under or in connection to final and binding arbitration administered by the American Arbitration Association (the "AAA"), with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in Houstonthe site of such arbitration being Dallas, Texas in accordance or such other site as the parties mutually agree upon. The New Purchaser and the Target Company each shall select one arbitrator from a list of arbitrators maintained by the AAA, and the two arbitrators so selected shall select a third The arbitrators selected pursuant to this Section will establish the rules for proceeding with the National Rules for arbitration of the Resolution of Employment Disputes dispute and such rules will be binding upon all parties to the arbitration proceeding. The arbitrators may use the rules of the American Arbitration Association then in effect. Judgment may be entered on for commercial arbitration but are encouraged to adopt such rules as the arbitrators deem appropriate to accomplish the arbitration award in the quickest and least expensive manner possible. Accordingly, the arbitrators may (i) dispense with any court having jurisdiction; providedformal rules of evidence and allow hearsay testimony so as to limit the number of witnesses required, however(ii) minimize discovery procedures as the arbitrator deems appropriate, that (iii) act upon their understanding or interpretation of the Company shall be entitled law on any issue without the obligation to seek a restraining order research such issue or injunction in accept or act upon briefs of the issue prepared by any court of competent jurisdiction to prevent any violation or continuation party, (iv) limit the time for presentation of any violation party's position as well as the amount of information or number of witnesses to be presented in connection with any hearing, and (v) impose any other rules which the arbitrators believe appropriate to effect a resolution of the provisions dispute as quickly and inexpensively as possible. The arbitrators shall use their best efforts to render a decision within sixty (60) days following their appointment. The majority decision of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of three arbitrators shall be selected as an arbitratorfinal. Within 20 days The arbitrators will have the exclusive authority to determine and award costs of arbitration and the conclusion of the arbitration hearingcosts incurred by any party for their attorneys, the arbitrator(s) shall prepare written findings of fact advisors and conclusions of lawconsultants. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that Any award made by the arbitrator shall not be empowered binding on all parties to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating be enforceable to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the fullest extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companylaw.

Appears in 2 contracts

Samples: Agreement (Wyndham Hotel Corp), Agreement (Wyndham Hotel Corp)

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in HoustonNew York, Texas New York, in accordance with the National Rules for the Resolution of Employment Disputes rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company or Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11Section 5, 126 or 7 of the Agreement, 13 or 15 of this Agreement as applicable, and Employee the Company, Parent and Executive hereby consents consent that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) lawyers engaged full-time in the practice of law, as in-house counsel, as a judge or as a professor of law; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 twenty (20) days of the conclusion of the arbitration hearing, the arbitrator(s) arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties Parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The In the event that an action is brought to enforce the provisions of this Agreement pursuant to this paragraph, (x) if the arbitrator determines that Executive is the prevailing party in such action, the Company shall bear all administrative be required to pay the arbitrator’s full fees and expenses (but not the Executive’s legal fees), (y) if the Company (or Parent) prevails in such action, Executive shall be required to pay the arbitrator’s full fees and expenses (but not the Company’s or the Parent’s legal fees) and (z) if, in the opinion of the arbitration and arbitrator deciding such action, there is no prevailing party, each party shall bear pay her or its own counsel attorney’s fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against and the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal arbitrator’s fees and expenses if Employee prevails on one material Covered Claim will be borne equally by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyParties thereto.

Appears in 2 contracts

Samples: Indemnification Agreement (NBTY Florida, Inc.), Indemnification Agreement (Nbty Inc)

Arbitration. Any dispute or controversy arising under out of or relating to this Separation Agreement, the enforcement or interpretation of this Separation Agreement, or because of an alleged breach, default, or misrepresentation in connection with any of the provisions of this Agreement Separation Agreement, including (without limitation) any state or federal statutory claims, shall be settled exclusively by submitted to final and binding arbitration, conducted to be held in Orange County, California before an arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdictiona sole neutral arbitrator; provided, however, that provisional injunctive relief may, but need not, be sought in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the Company matter is finally determined by the arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in the first sentence of the first paragraph of this Section VII.I. The parties agree that MSC shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator’s fee. The parties further agree that in any proceeding with respect to such matters, each party will bear its own attorney’s fees and costs (other than forum costs associated with the arbitration which in any event shall be paid by MSC). Without limiting the remedies available to the parties and notwithstanding the foregoing provisions of this Section VII.I, Xxxxxx and MSC acknowledge that any breach of any of the covenants or provisions contained in this Separation Agreement could result in irreparable injury to either of the parties hereto for which there might be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the non-breaching party shall be entitled to seek obtain a temporary restraining order or and/or a preliminary injunction and a permanent injunction restraining the other party hereto from engaging in any court of competent jurisdiction activities prohibited by any covenant or provision in this Separation Agreement or such other equitable relief as may be required to prevent enforce specifically any violation or continuation of any violation of the covenants or provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanySeparation Agreement.

Appears in 2 contracts

Samples: Employment Agreement (MSC Software Corp), Employment Agreement (MSC Software Corp)

Arbitration. Any If the Parties mutually agree to resolve a dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, conducted then the Parties shall submit such dispute for resolution by binding arbitration before an arbitrator in Houstona tribunal of three (3) arbitrators under the [***] Rules, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association as then in effect. The seat, or legal place, of the arbitration shall be [***]. Each Party shall nominate one arbitrator and the third arbitrator shall be nominated by the two Party- nominated arbitrators within [***] days after the second arbitrator’s appointment. If a Party does not nominate its arbitrator within [***] days following the expiry of the allotted period, then such arbitrator shall be appointed by the [***] in accordance with its rules. Any arbitrator appointed by the [***] shall have substantial experience in the pharmaceutical industry. The arbitration shall be conducted, and all documents submitted to the arbitrators shall be, in English. Each Party shall bear its own legal costs for its counsel and other expenses, and the Parties shall equally share the fees of the arbitration; provided that the arbitrators shall have the discretion to provide that the losing party is responsible for all or a portion of such costs and fees and in such case the arbitral award will so provide. The arbitrators shall have no power to award punitive, special, incidental, or consequential damages. In no event shall the arbitrators assign a value to any issue greater than the greatest value for such issue claimed by either Party or less than the smallest value for such issue for such item claimed by either Party. The award shall be final and binding upon the Parties and the Parties undertake to carry out any award without delay. Judgment on the award rendered by arbitration may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction jurisdiction. Except to prevent the extent necessary to confirm, enforce, or challenge an award of the arbitration, to protect or pursue a legal right, or as otherwise required by applicable law or regulation or securities exchange, neither Party nor any violation arbitrator may disclose the existence, content, or continuation results of any violation arbitration hereunder without the prior written consent of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondboth Parties. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating Notwithstanding anything to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included contrary in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Companyforegoing, in no event shall any additional reimbursement an arbitration be made prior to the date that is six months initiated after the date when commencement of Employee’s termination a legal or equitable proceeding based on the dispute, controversy, or claim would be barred by the applicable [***] statute of employment to limitations. Any disputes concerning the extent such payment delay is required under Section 409A(a)(2)(B)(i) propriety of the Code. In no event commencement of the arbitration shall any reimbursement be made to Employee for such fees and expenses incurred after finally settled by the date that is 10 years after the date of Employee’s termination of employment with the Companyarbitral tribunal.

Appears in 2 contracts

Samples: License and Collaboration Agreement (Silence Therapeutics PLC), License and Collaboration Agreement (Silence Therapeutics PLC)

Arbitration. Any dispute Except as set forth in Section 14.6 of this Agreement, Seller, TPC and Buyer agree that all disputes, controversies or controversy arising under claims that may arise out of the transactions contemplated by this Agreement, or the breach, termination or invalidity thereof, shall be submitted to, and determined by, binding arbitration. Such arbitration shall be conducted pursuant to the Commercial Arbitration Rules (the "Rules") then in connection effect of the American Arbitration Association, except to the extent such Rules are inconsistent with this Agreement Section 15.9. If the amount in controversy in the arbitration exceeds $100,000, exclusive of interest, attorneys' fees and costs, the arbitration shall be settled exclusively conducted by arbitrationa panel of three (3) neutral arbitrators. Otherwise, the arbitration shall be conducted before an arbitrator by a single neutral arbitrator. The arbitrator(s) shall be selected pursuant to the Rules. Exclusive venue for such arbitration shall be in HoustonWilmington, Texas Delaware. The arbitrator(s) shall apply the internal laws of the State of Delaware (without regard to conflict of law rules) in determining the substance of the dispute, controversy or claim and shall decide the same in accordance with the National applicable usages and terms of trade. Evidentiary questions shall be governed by the Federal Rules for of Evidence. The arbitrator(s)' award shall be in writing and shall set forth the Resolution of Employment Disputes of findings and conclusions upon which the American Arbitration Association then in effectarbitrator(s) based the award. Judgment may be entered on the arbitration award The prevailing party in any court having jurisdiction; provided, however, that the Company such arbitration shall be entitled to seek a restraining order or injunction recover its reasonable attorneys' fees, costs and expenses incurred in connection with the arbitration. Any award pursuant to such arbitration shall be final and binding upon the parties hereto, and judgment on the award may be entered in any federal or state court sitting or located in the State of Ohio or in any other court having jurisdiction. The provisions of this Section 15.9 shall survive the termination of this Agreement. A party hereto may seek and obtain from a court of competent jurisdiction a temporary restraining order, temporary injunction or other temporary emergency relief without first having to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that submit such restraining order or injunction may be granted without requiring the Company dispute to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Company.

Appears in 2 contracts

Samples: Purchase Agreement (Insilco Corp/De/), Purchase Agreement (Insilco Holding Co)

Arbitration. Any dispute or controversy claim, other than those referred to in Section 25, arising under out of or in connection with relating to this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in Houston, Texas in accordance with or otherwise relating to the National Rules for the Resolution of Employment Disputes employment relationship between Executive and Company (including but not limited to any claims under Title VII of the American Arbitration Association then Civil Rights Act of 1964, as amended; the Americans with Disabilities Act; the Age Discrimination in effect. Judgment may be entered on Employment Act; the arbitration award in any court having jurisdictionFamily Medical Leave Act; provided, however, that and the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(sIncome Retirement Security Act) shall be validsubmitted to Arbitration, bindingin Fairfax County, final Virginia, and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against Agreement shall be conducted in accordance with the Company relating to the performance rules of, or but not under the rights and obligations auspices of, the American Arbitration Association. The arbitration shall be conducted before an arbitration tribunal comprised of three individuals, one selected by Company, one selected by Executive, and the third selected by the first two. The parties and the arbitrators selected by them shall use their best efforts to reach agreement on the identity of the tribunal within ten (10) business days of either party to this Agreement submitting to the other party a written demand for arbitration. The proceedings before the tribunal shall take place within twenty (20) business days of the selection thereof. Executive and Company arising underagree that such arbitration will be confidential and no details, relating descriptions, settlements or other facts concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the other party, unless required by law or court order or in connection with this Agreement (a “Covered Claim by enforcement of any decision in such arbitration. Any damages awarded in such arbitration shall be limited to the Employee”)contract measure of damages, and shall not include punitive damages. The parties shall equally divide the costs of the arbitrators, and each party shall bear his or its attorneys' fees and other costs, except that the arbitrators shall award Employee his reasonable legal fees and expenses may specifically direct one party to bear the entire cost of the arbitration, including all attorneys' fees, if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided determine that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included party acted in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companybad faith.

Appears in 2 contracts

Samples: Employment Agreement (Usa Education Inc), Employment Agreement (Usa Education Inc)

Arbitration. Any The Participant hereby agrees to submit any dispute or controversy arising under or from participation in connection with this Agreement Racing and/or as a Season Pass Holder, to arbitration, for the sole purpose of determining whether the alleged injury arises from a risk inherent in the activities engaged in by the Participant while participating in Racing and/or as a Season Pass Holder. For such disputes, there shall be settled exclusively a three-member arbitration panel, consisting of two party-appointed arbitrators (one arbitrator to be appointed by arbitration, conducted before an each party) and one neutral arbitrator in Houston, Texas in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing(collectively, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a Covered Claim by the EmployeePanel”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim to be chosen by the Employee (as determined party-appointed arbitrators. In the event that the two party-appointed arbitrators are not able to agree on a third, neutral arbitrator, the neutral arbitrator shall be appointed by the United States District Court, for the District of Connecticut. Each party shall pay its own costs, including the costs associated with the party-appointed arbitrators, and the parties shall share equally the costs associated with the neutral arbitrator). If a claim is made The arbitration proceeding shall proceed in Hartford, Connecticut and shall be governed by the Company against Employee relating Federal Rules of Evidence. The Panel shall establish a reasonable and appropriate discovery schedule to expeditiously resolve this matter. In the event that the Panel determines the alleged injury arises from a risk inherent in the Participant’s participation in Racing and/or as a Season Pass Holder, the claim shall be deemed barred, as a matter of law, and the Participant shall be barred from recovering any compensation from the Facility, the Partnership, and/or the Lounge. In the event that the Panel determines the alleged injury did not arise from a risk inherent in the activities engaged in while Racing and/or as a Season Pass Holder, the Participant shall proceed to the performance ofSuperior Court of Connecticut, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”)if appropriate, the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by United States District Court, for the Company relates to Employee’s performance or obligations under Articles 11District of Connecticut, 12for a trial de novo. I HAVE READ AND UNDERSTAND THIS AGREEMENT AND I AM AWARE THAT BY SIGNING THIS AGREEMENT I MAY BE WAIVING CERTAIN LEGAL RIGHTS, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyINCLUDING THE RIGHT TO XXX.

Appears in 2 contracts

Samples: cislracing.org, files.leagueathletics.com

Arbitration. Any dispute Except as otherwise provided in Section 11 hereof, the Employee, HMC and HMC each agree that any and all disputes and claims arising out of or controversy arising under related to the Employee’s employment by HMC or in connection with this Agreement the termination thereof, shall be settled exclusively by arbitrationsubmitted to binding arbitration in Palm Beach County, conducted before an arbitrator in Houston, Texas in accordance with Florida pursuant to the National Rules for the Resolution of Employment Disputes then-existing model employment dispute rules of the American Arbitration Association then (“Rules”), before three (3) arbitrators to be selected pursuant to the then-existing Rules. THE EMPLOYEE HEREBY ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT, IN AGREEING TO SUBMIT SUCH DISPUTES AND/OR CLAIMS TO ARBITRATION, EACH OF THE EMPLOYEE AND HMC GIVE UP THE RIGHT TO HAVE THE DISPUTE(S) OR CLAIMS(S) HEARD IN A COURT OF LAW BY A JUDGE OR JURY. However, nothing herein shall in effect. Judgment any way limit either the Employee’s, HMC’s statutory rights and/or remedies, all of which are reserved and may be entered on alleged in the arbitration award process, and nothing herein shall in any court having jurisdictionway limit HMC’s rights under Section 11 hereof. Moreover, nothing herein shall restrict any resort to any statutory agency charged with enforcing any of the Employee’s or HMC’s statutory rights and/or remedies; providedhowever the review of any such agency’s actions shall be had before the arbitrators as discussed above and not before a judge or jury. By signing this Agreement, however, the Employee understands that the Company Employee may not have a jury decide any dispute or claim, but that any such dispute or claim shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of decided only by the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondarbitrators. Only individuals who are on the AAA register of The arbitrators shall be selected as an arbitrator. Within 20 days of issue a written decision, including the conclusion of the arbitration hearing, the arbitrator(s) shall prepare arbitrators’ written findings of fact and conclusions of lawupon which any award is based. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each Each party shall bear its own counsel costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration, except that the arbitrators shall be authorized, in their discretion, to award fees and expenses except as otherwise provided in this paragraph. If Employee makes to a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included prevailing party in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close interests of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companyjustice.

Appears in 2 contracts

Samples: Employment Agreement (Hollywood Media Corp), Employment Agreement (Hollywood Media Corp)

Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in HoustonNew York, Texas New York, in accordance with the National Rules for the Resolution of Employment Disputes rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company or Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11Section 5, 126 or 7 of the Agreement, 13 or 15 of this Agreement as applicable, and Employee the Company, Parent and Executive hereby consents consent that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) actively engaged or have been actively engaged in the last 10 years in the practice of law, including as in-house counsel or as a judge; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 twenty (20) days of the conclusion of the arbitration hearing, the arbitrator(s) arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties Parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The In the event that an action is brought to enforce the provisions of this Agreement pursuant to this paragraph, (x) if the arbitrator determines that Executive is the prevailing party in such action, the Company shall bear all administrative be required to pay the arbitrator’s full fees and expenses (but not the Executive’s legal fees), (y) if the Company (or Parent) prevails in such action, Executive shall be required to pay the arbitrator’s full fees and expenses (but not the Company’s or the Parent’s legal fees) and (z) if, in the opinion of the arbitration and arbitrator deciding such action, there is no prevailing party, each party shall bear pay his or its own counsel attorney’s fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against and the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal arbitrator’s fees and expenses if Employee prevails on one material Covered Claim will be borne equally by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyParties thereto.

Appears in 2 contracts

Samples: Employment Agreement (Alphabet Holding Company, Inc.), Employment Agreement (Nbty Inc)

Arbitration. Any dispute controversy or controversy claim arising under out of or in connection with relating to this Agreement shall Agreement, including breach, termination, or validity of the Agreement, except for injunctive relief or any other form of equitable relief, will be settled exclusively by confidential, binding arbitration, conducted before an arbitrator in Houston, Texas in accordance with the National Commercial Rules for the Resolution of Employment Disputes of the American Arbitration Association then (AAA). COMPANY AND PROVIDER UNDERSTAND AND AGREE THAT, BY AGREEING TO THIS ARBITRATION PROVISION, EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. The arbitrator may award only compensatory damages for breach of contract, and is not empowered to award punitive, exemplary or extra-contractual damages. Where a Party’s claim is for greater than Ten Million Dollars ($10,000,000), a panel of three (3) arbitrators (one chosen by each Party and the third to be a former Federal district court judge agreed upon by the Parties) will preside over the matter, unless the Parties agree otherwise. If a Party’s claim is for less than Ten Million Dollars ($10,000,000), a single (1) arbitrator will preside over the matter, unless the Parties agree otherwise. The arbitrator(s) are bound by the terms of this arbitration provision. In the event a Party believes there is a clear error of law and within thirty (30) days of receipt of an award of $250,000 or more (which shall not be binding if an appeal is taken), a Party may notify the AAA of its intention to appeal the award to a second arbitrator (the “Appeal Arbitrator”), designated in effectthe same manner as the original, except that the Appeal Arbitrator must have at least twenty (20) years’ experience in the active practice of law or as a judge. Judgment The award, as confirmed, modified or replaced by the Appeal Arbitrator, shall be final and binding, and judgment thereon may be entered on the arbitration award in by any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction thereof. No other arbitration appeals may be granted without requiring the Company to post a bondmade. Only individuals who are on the AAA register of arbitrators shall Except as may be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating required by law or to the performance of, or the rights and obligations of, the Company arising under, relating to or extent necessary in connection with this Agreement a judicial challenge, permitted appeal, or enforcement of an award, neither a Party nor an arbitrator may disclose the existence, content, record, status or results of dispute resolution discussions or an arbitration. Any information, document, or record (a “Covered Claim by in whatever form preserved) referring to, discussing, or otherwise related to dispute resolution discussions or arbitration, or reflecting the Employee”)existence, content, record, status, or results of dispute resolution discussions or arbitration is confidential. The Parties are entitled to take discovery consistent with the arbitrators shall award Employee his reasonable legal fees Federal Rules of Civil Procedure (including, but not limited to, document requests, expert witness reports, interrogatories, requests for admission and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitratordepositions). If a claim is made by This section will survive the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim by the Company relates to Employee’s performance or obligations under Articles 11, 12, 13 or 15, the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companythis Agreement.

Appears in 2 contracts

Samples: Provider Agreement, Provider Agreement

Arbitration. Any If parties are unable to resolve a dispute or controversy arising under or in connection with this Agreement informally, dispute shall be settled exclusively by submitted to final and binding arbitration. Arbitration shall be initiated and conducted according to JAMS Streamlined (for claims under $250,000) or JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, conducted before an except as modified herein, including Optional Appeal Procedure, at the New York office of JAMS, or its successor ("JAMS") in effect when request for arbitration is made (the "Arbitration Rules"). Parties waive the right to seek punitive damages and arbitrator in Houstonshall have no authority to award such damages. Arbitrator will provide a detailed written statement of decision, Texas in accordance with the National Rules for the Resolution which will be part of Employment Disputes of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award and admissible in any court having jurisdiction; providedjudicial proceeding to confirm, howevercorrect or vacate the award. If a party refuses to perform any or all obligations under the final arbitration award (following appeal, that if applicable) within 30 days of such award being rendered, then the Company shall be entitled to seek a restraining order or injunction other party may enforce the final award in any court of competent jurisdiction to prevent any violation or continuation of any violation of the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bondin New York County. Only individuals who are on the AAA register of arbitrators The party seeking enforcement shall be selected as entitled to an arbitrator. Within 20 days award of the conclusion of the arbitration hearingall costs, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. The Company shall bear all administrative fees and expenses of the arbitration and each party shall bear its own counsel fees and expenses except as otherwise provided in this paragraph. If Employee makes a claim against the Company relating to the performance of, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim by the Employee”), the arbitrators shall award Employee his reasonable legal fees and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expenses; provided that if such Covered Claim , including attorneys' fees, incurred in enforcing the award, to be paid by the Company relates party against whom enforcement is ordered. Notwithstanding the foregoing, either party shall be entitled to Employee’s performance or obligations under Articles 11, 12, 13 or 15, seek injunctive relief through arbitration and/or in any state and federal courts of the arbitrators shall award Employee his legal fees and expenses only if the Company does not prevail on any Covered Claim by the Company relating to any such Section (as determined by the arbitrator)United States. Any reimbursement dispute or portion, or claim for a particular form of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made relief (not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) precluded by a provision of the CodeAgreement), that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in New York, New York. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the CompanyNOTICE: YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF MATTERS INVOLVING THIS AGREEMENT DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY NEW YORK LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MAY POSSESS TO HAVE A DISPUTE LITIGATED IN COURT OR JURY TRIAL. YOU ARE ALSO GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER AUTHORITY OF NEW YORK CODE OF CIVIL PROCEDURE. NEVERTHELESS YOUR AGREEMENT TO THIS ARBITRATION IS VOLUNTARY.

Appears in 2 contracts

Samples: Please, Please

Arbitration. Any dispute or controversy arising under or that is not resolved as provided in connection Section 10.3 may be referred to arbitration in accordance with this Agreement Section 10.4, by Verenium or BP. Such arbitration shall be settled exclusively conducted in New York, New York, or any other place selected by arbitrationmutual agreement of Verenium and BP, conducted before an arbitrator in Houston, Texas in accordance with the National Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association then AAA. Such arbitration shall be conducted by a single arbitrator with knowledge of and experience with the alternative energy industry appointed by mutual consent of Verenium and BP or appointed by the AAA if the Parties are unable to select an arbitrator within 30 days. The arbitrator shall apply the governing law set forth in effectSection 11.1 hereof. Judgment The arbitrator shall determine what discovery shall be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery; provided the arbitrators shall permit such discovery as they deem necessary to permit an equitable resolution of the dispute. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or a true copy thereof. The decision of the arbitrator shall be final and binding and conclusive on the Parties, and the judgment thereon may be entered on the arbitration award in into any court having jurisdiction; provided, however, that jurisdiction over the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation or continuation of any violation of Parties and the provisions of Articles 11, 12, 13 or 15 of this Agreement and Employee hereby consents that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are on the AAA register of arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the arbitration hearing, the arbitrator(s) shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator(s) shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitrationsubject matter thereof. The Company shall bear all administrative fees costs and expenses of the arbitration and each party shall bear its own counsel fees arbitration, but not the costs and expenses except as otherwise provided in this paragraph. If Employee makes a claim against of the Company relating to the performance ofParties, or the rights and obligations of, the Company arising under, relating to or in connection with this Agreement (a “Covered Claim will be shared equally by the Employee”), the arbitrators shall award Employee his reasonable legal fees Verenium and expenses if Employee prevails on one material Covered Claim by the Employee (as determined by the arbitrator). If a claim is made by the Company against Employee relating to the performance of, or the rights and obligations of, Employee arising under, relating to or in connection with this Agreement (a “Covered Claim by the Company”), the arbitrators shall award Employee his reasonable legal fees and expensesBP; provided that if such Covered Claim by the Company relates arbitrator determines that one Party prevailed in the proceeding, then the other Party will bear the entire cost and expense of the arbitration. If a Party fails to Employee’s performance proceed with arbitration, unsuccessfully challenges the arbitration award, or obligations under Articles 11, 12, 13 or 15fails to comply with the arbitration award, the arbitrators shall award Employee his legal fees other Party is entitled to costs, including reasonable attorneys’ fees, for having to compel arbitration or defend or enforce the award. Except as otherwise required by law, the Parties and expenses only if the Company does not prevail on any Covered Claim by arbitrator will maintain as confidential all information or documents obtained during the Company relating to any such Section (as determined by arbitration process, including the arbitrator). Any reimbursement of reasonable legal fees and expenses required under this Section 16.02 and any reimbursement of expenses included in the Accrued Obligations payable to Employee under Article 6 shall be made not later than the close of Employee’s taxable year following the taxable year in which Employee incurs the expense; provided, however, that, upon Employee’s termination of employment with the Company, in no event shall any additional reimbursement be made prior to the date that is six months after the date of Employee’s termination of employment to the extent such payment delay is required under Section 409A(a)(2)(B)(i) resolution of the Code. In no event shall any reimbursement be made to Employee for such fees and expenses incurred after the date that is 10 years after the date of Employee’s termination of employment with the Companydispute.

Appears in 2 contracts

Samples: Joint Intellectual Property Agreement (Verenium Corp), Asset Purchase Agreement (Verenium Corp)

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