Claims Under Agreement. The City and the Company agree and intend that, except to the extent such agreement would be impermissible under applicable law, any and all claims asserted by or against the City arising under this Agreement or related thereto will be heard and determined either in a court of the United States (“Federal Court”) located in New York City or in a court of the State of New York (“New York State Court”) located in the City and County of New York. To give effect to this agreement and intent, the Company agrees that:
(a) If the City initiates any action against the Company in Federal Court or in New York State Court, service of process may be made on the Company as provided in § 10.19 hereof;
(b) With respect to any action between the City and the Company in New York State Court, the Company hereby expressly waives and relinquishes any rights it might otherwise have (i) to move or dismiss on grounds of forum non conveniens; (ii) to remove to Federal Court outside of the City of New York; and (iii) to move for a change of venue to a court of the State of New York outside New York County;
(c) With respect to any action between the City and the Company in Federal Court, the Company expressly waives and relinquishes any right it might otherwise have to move to transfer the action to a Federal Court outside the City of New York; and
(d) If the Company commences any action against the City in a court located other than in the City and State of New York, then, upon request of the City, the Company shall either consent to a transfer of the action to a court of competent jurisdiction located in the City and State of New York or, if the court where the action is initially brought will not or cannot transfer the action, the Company shall consent to dismiss such action without prejudice and may thereafter reinstitute the action in a court of competent jurisdiction in the City of New York.
Claims Under Agreement. The Franchising Authority and the Company, agree that, except to the extent inconsistent with Section 635 of the Cable Act (47 U.S.C. § 555), any and all claims asserted by or against the Franchising Authority arising under this Agreement or related thereto shall be heard and determined either in a court of the United States located in Georgia (“Federal Court”) or in a court of the State of Georgia of appropriate jurisdiction (“Georgia State Court”). To effectuate this Agreement and intent, the Company agrees that if the Franchising Authority initiates any action against the Company in Federal Court or in Georgia State Court, service of process may be made on the Company either in person or by registered mail addressed to the Company at its offices as defined in Section 9.6, or to such other address as the Company may provide to the Franchising Authority in writing.
Claims Under Agreement. The Franchising Authority and the Company, agree that, except to the extent inconsistent with Section 635 of the Cable Act (47 U.S.C. § 555), any and all claims asserted by or against the Franchising Authority arising under this Agreement or related thereto shall be heard and determined either in a court of the United States located in Tennessee (“Federal Court”) or in a court of the State of Tennessee of appropriate jurisdiction (“Tennessee State Court”). To effectuate this Agreement and intent, the Company agrees that if the Franchising Authority initiates any action against the Company in Federal Court or in Tennessee State Court, service of process may be made on the Company either in person or by registered mail addressed to the Company at its offices as defined in Section 10.6, or to such other address as the Company may provide to the Franchising Authority in writing. DRAFT
Claims Under Agreement. The Franchising Authority and the Company, agree that, except to the extent inconsistent with Section 635 of the Cable Act (47 U.S.C. § 555), any and all claims asserted by or against the Franchising Authority arising under this Agreement or related thereto shall be heard and determined either in a court of the United States located in Alabama (“Federal Court”) or in a court of the State of Alabama of appropriate jurisdiction (“Alabama State Court”). To effectuate this Agreement and intent, the Company agrees that if the Franchising Authority initiates any action against the Company in Federal Court or in Alabama State Court, service of process may be made on the Company either in person or by registered mail addressed to the Company at its offices as defined in Section 10.6, or to such other address as the Company may provide to the Franchising Authority in writing.
Claims Under Agreement. City and Company agree that, except to the extent inconsistent with applicable law, any and all claims asserted by or against City arising under this Agreement or related thereto shall be heard and determined either in a court of the United States located in City ("Federal Court") or in a court of the State of Louisiana located in Caddo Parish. To effect this Agreement and intent, Company agrees that:
(a) If City initiates any action against Company in Federal Court or in Louisiana State Court in Caddo Parish, service of process may be made on Company as provided in Section 13.20 hereof;
(b) With respect to any action between City and Company in Louisiana State Court in Caddo Parish, Company hereby expressly waives and relinquishes any rights it might otherwise have (i) to move or dismiss on grounds of forum non conveniens; (ii) to remove to Federal Court outside of the State of Louisiana; and (iii) to move for a change of venue to any court outside of the State of Louisiana or to any court located in the City of New Orleans;
(c) With respect to any action between City and Company in Federal Court, Company expressly waives and relinquishes any right it might otherwise have to move to transfer the action to a United States Court outside the State of Louisiana or to any court other than Caddo Parish; and
(d) If Company commences any action against City in a court located other than Caddo Parish, then, upon request of City, Company shall either consent to a transfer of the action to Caddo Parish or, if the court where the action is initially brought will not or cannot transfer the action, Company shall consent to dismiss such action without prejudice and may thereafter reinstitute the action in Caddo Parish.
Claims Under Agreement. Any claim of controversy arising out of or related to this Agreement or breach thereof, which cannot be reconciled by the parties herein, shall be subject to binding arbitration in the State of New York. The American Arbitration Association shall conduct such arbitration, by a three-member panel. Judgment rendered by the arbitrator(s) may be entered in a court having jurisdiction thereof.
Claims Under Agreement. 15.17.1 The Franchisee acknowledges and accepts that, except to the extent inconsistent with law, all claims asserted by or against the City arising under or related to this Agreement will be heard and determined either in a court of the United States located in New York City (“Federal Court”) or in a court of the State of New York located in the City and County of New York (“New York State Court”).
15.17.2 If the City initiates any action against the Franchisee in Federal Court or in New York State Court, service of process may be made on the Franchisee as provided in Section 15.19.
15.17.3 With respect to any action between the City and the Franchisee in New York State Court, the Franchisee expressly waives and relinquishes any rights it might otherwise have
(i) to move or dismiss on grounds of forum non conveniens; (ii) to remove to Federal Court outside of the City of New York; and (iii) to move for a change of venue to a court of the State of New York outside New York County.
15.17.4 With respect to any action between the City and the Franchisee in Federal Court, the Franchisee expressly waives and relinquishes any right it might otherwise have to move to transfer the action to a United States Court outside the City of New York.
15.17.5 If the Franchisee commences any action against the City in a court located other than in the City and State of New York, then, upon request of the City, the Franchisee will either consent to transferring the action to a court of competent jurisdiction located in the City and State of New York or, if the court where the action is initially brought will not or cannot transfer the action, the Franchisee shall consent to dismiss such action without prejudice and may reinstitute the action in a court of competent jurisdiction in the City of New York.
Claims Under Agreement. Any claim of controversy arising out of or related to this Agreement or breach thereof, which cannot be reconciled by the parties herein, shall be subject to binding arbitration in the State of California. The American Arbitration Association shall conduct such arbitration, by a three-member panel. Judgment rendered by the arbitrator(s) may be entered in a court having jurisdiction thereof.
Claims Under Agreement. If an event or state of facts giving rise to indemnification under Section 16 hereof has occurred (an "Event"), inTEST shall provide the Shareholder Representative and the Escrow Agent with a Claim Notice in accordance with the terms of Section 17 hereof, stating that such Event has occurred, describing such Event in reasonable detail, specifying the amount of the Losses and the method of computation thereof, containing a reference to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises (a "Claim"). inTEST may make more than one Claim with respect to any Event.
(i) If all or a portion of the amount described in a Claim Notice becomes an Admitted Liability or is determined by an arbitrator (as provided in Section 21(b) hereof) to be due and owing to inTEST, then the Escrow Agent shall be instructed to distribute, out of the Escrow Fund, to inTEST (or, at the direction of inTEST, to Newsub) such number of shares of inTEST Stock having a Market Value equal to the amount due to inTEST. The "Market Value" of a share of the inTEST Stock for the purposes of this Agreement shall be the closing price of a share of the inTEST Stock as reported by The NASDAQ Stock Market ("NASDAQ") on the Closing Date.
(ii) If the Shareholder Representative delivers to inTEST a Dispute Statement in accordance with the terms of Section 17, then the portion of the Claim that is disputed shall not be payable by the Escrow Agent to inTEST or Newsub, except in accordance with a final decision of an arbitrator (as provided in Section 21(b) hereof) or by joint written instructions by inTEST and the Shareholder Representative to the Escrow Agent stipulating the number of shares of inTEST Stock to be distributed out of the Escrow Fund, which shares of inTEST Stock shall have a Market Value equal to the amount of the Claim then due and payable.
(iii) If as a result of a Third Party Claim inTEST incurs Losses for which it is determined that inTEST is entitled to indemnification under Section 16, then the Escrow Agent shall be instructed to distribute to inTEST out of the Escrow Fund such number of shares of inTEST Stock having a Market Value equal to such Losses.
Claims Under Agreement. 47 13.18 Modification......................................................47 13.19
