Common use of Dispute Resolution and Applicable Law Clause in Contracts

Dispute Resolution and Applicable Law. All disputes, differences or questions arising out of or in connection with this Agreement or its SCHEDULES, or related to the alleged breach, termination, validity, interpretation or violation thereof, shall be submitted to the MANAGEMENT COMMITTEE for resolution, which shall convene, whether in person or otherwise, to resolve such dispute in a timely manner. Either party may initiate a resolution procedure by providing written notice (“Dispute Notice”) to the other party, and any such Dispute Notice must set forth the subject matter of the dispute, difference or question. If after sixty (60) days the dispute remains unresolved, the presidents of CERES and NOBLE shall seek to resolve the dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations between the presidents will be undertaken. If mediation is elected, the presidents will meet at a neutral site for mediation. Unless agreed to otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted in accordance with the then existing Commercial Mediation Rules of the American Arbitration Association (AAA). The mediator shall be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, AAA shall designate a mediator at the request of either party. Any mediator so designated must be acceptable to both parties. Fees for the mediation will be shared equally, and the parties will responsible for their respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement. Any dispute, controversy, or claim arising out of or in connection with this Agreement or its SCHEDULES, or related to the alleged breach, termination, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, shall be finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes) (the “Rules”). The written reasoned award of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdiction.

Dispute Resolution and Applicable Law. All disputes, differences or questions arising out of or in connection with this Agreement or its SCHEDULESEXHIBITS, or related to the alleged breach, termination, validity, interpretation or violation thereof, shall be submitted to the MANAGEMENT COMMITTEE for resolution, which shall convene, whether in person or otherwise, to resolve such dispute in a timely manner. Either party may initiate a resolution procedure by providing written notice (“Dispute Notice”) to the other party, and any such Dispute Notice must set forth the subject matter of the dispute, difference or question. If after sixty (60) days the dispute remains unresolved, the presidents of CERES and NOBLE shall seek to resolve the dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations between the presidents will be undertaken. If mediation is elected, the presidents will meet at a neutral site for mediation. Unless agreed to otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted in accordance with the then existing Commercial Mediation Rules of the American Arbitration Association (AAA). The mediator shall be selected by mutual agreement of the parties. If the parties cannot agree on a mediator, AAA shall designate a mediator at the request of either party. Any mediator so designated must be acceptable to both parties. Fees for the mediation will be shared equally, and the parties will responsible for their respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement. Any dispute, controversy, or claim arising out of or in connection with this Agreement or its SCHEDULESEXHIBITS, or related to the alleged breach, termination, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, shall be finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes) (the “Rules”). The written reasoned award of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdiction.

Dispute Resolution and Applicable Law. All disputes, differences or questions (a) The parties shall attempt in good faith to resolve any dispute arising out of or in connection with relating to this Agreement. In particular, those executives of the respective parties who have authority to settle the controversy and have direct responsibility for administration of the relationships established pursuant to this Agreement or its SCHEDULES, or related shall attempt in good faith to negotiate a settlement pursuant to the alleged breachfollowing process: (b) Any party having a dispute or claim shall give the other party written notice stating the nature of the dispute in reasonable detail. Within ten business days after delivery of the notice, termination, validity, interpretation or violation thereof, the receiving party shall be submitted submit to the MANAGEMENT COMMITTEE for resolutionother a written response also in reasonable detail. Within ten business days after delivery of the written response, which decision-makers from both parties shall convene, whether meet (in person or otherwiseby telephone) at a mutually acceptable time and place (including telephonic conference), and thereafter as often as they reasonably deem necessary, to attempt to resolve such dispute in a timely mannerthe dispute. Either All reasonable requests for information made by one party may initiate a resolution procedure by providing written notice (“Dispute Notice”) to the other party, and any such Dispute Notice must set forth shall be honored. (c) If the subject matter has not been resolved by the persons referred to above within ten days of the first meeting of such persons, the dispute shall be referred to more senior executives of each party who have authority to settle the dispute and who shall likewise meet (in person or by telephone) to attempt to resolve the dispute, difference or question. If after sixty (60) days such 10 day period the dispute remains unresolved, the presidents of CERES and NOBLE parties shall seek to resolve the dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations between the presidents will be undertaken. If participate in a mediation is elected, the presidents will meet at conducted by a neutral site for mediation. Unless mutually agreed to otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted in accordance with the then existing Commercial Mediation Rules of the American Arbitration Association (AAA). The mediator shall be selected by mutual agreement of the partiesupon mediator. If the parties cannot agree on a resolve such dispute either alone or with the aid of the mediator, AAA such resolution shall designate be binding on the parties and a mediator at settlement agreement shall be signed by each party. (d) In the request of either party. Any mediator so designated must be acceptable event the parties are unable to both parties. Fees for resolve such dispute following the mediation will be shared equallyprocedures provided in Section 6.6(c), and either party may avail itself of any remedies available to it, whether at law or in equity, including recourse to any court of competent jurisdiction. Each party shall have the parties will responsible right to apply to a court of competent jurisdiction at any time for their respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement. Any disputetemporary restraining order, controversypreliminary injunction, or claim arising out of other interim or in conservatory relief, as necessary, notwithstanding any informal dispute resolution procedures herein. (e) In connection with any court proceeding relating to this Agreement or its SCHEDULESany Ancillary Agreement, or related Buyer and Seller hereto irrevocably waive any jury trial. (f) The parties hereto each agree to the alleged breachjurisdiction of any state or federal court sitting in the State of Delaware and waive personal service of any and all process upon it, terminationand consent that all services of process be made as provided in herein and directed to it at its address as set forth in Section 6.1, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, and service so made shall be finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes) (the “Rules”)deemed to be completed when received. The written reasoned award parties hereto each waive any objection based on forum non convenience and waive any objection to venue of any action instituted hereunder. Nothing in this paragraph shall affect the right of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered parties hereto to serve legal process in any court having jurisdictionother manner permitted by law.

Dispute Resolution and Applicable Law. All disputes, differences or questions (a) The parties shall attempt in good faith to resolve any dispute arising out of or in connection with relating to this Agreement. In particular, those executives of the respective parties who have authority to settle the controversy and have direct responsibility for administration of the relationships established pursuant to this Agreement or its SCHEDULES, or related shall attempt in good faith to negotiate a settlement pursuant to the alleged breachfollowing process: (b) Any party having a dispute or claim shall give the other party written notice stating the nature of the dispute in reasonable detail. Within ten business days after delivery of the notice, termination, validity, interpretation or violation thereof, the receiving party shall be submitted submit to the MANAGEMENT COMMITTEE for resolutionother a written response also in reasonable detail. Within ten business days after delivery of the written response, which decision-makers from both parties shall convene, whether meet (in person or otherwiseby telephone) at a mutually acceptable time and place (including telephonic conference), and thereafter as often as they reasonably deem necessary, to attempt to resolve such dispute in a timely mannerthe dispute. Either All reasonable requests for information made by one party may initiate a resolution procedure by providing written notice (“Dispute Notice”) to the other party, and any such Dispute Notice must set forth shall be honored. (c) If the subject matter has not been resolved by the persons referred to above within ten days of the first meeting of such persons, the dispute shall be referred to more senior executives of each party who have authority to settle the dispute and who shall likewise meet (in person or by telephone) to attempt to resolve the dispute, difference or question. If after sixty (60) days such 10 day period the dispute remains unresolved, the presidents of CERES and NOBLE parties shall seek to resolve the dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations between the presidents will be undertaken. If participate in a mediation is elected, the presidents will meet at conducted by a neutral site for mediation. Unless mutually agreed to otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted in accordance with the then existing Commercial Mediation Rules of the American Arbitration Association (AAA). The mediator shall be selected by mutual agreement of the partiesupon mediator. If the parties cannot agree on a resolve such dispute either alone or with the aid of the mediator, AAA such resolution shall designate be binding on the parties and a mediator at settlement agreement shall be signed by each party. (d) In the request of either party. Any mediator so designated must be acceptable event the parties are unable to both parties. Fees for resolve such dispute following the mediation will be shared equallyprocedures provided in Section 6.6(c), and either party may avail itself of any remedies available to it, whether at law or in equity, including recourse to any court of competent jurisdiction. Each party shall have the parties will responsible right to apply to a court of competent jurisdiction at any time for their respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement. Any disputetemporary restraining order, controversypreliminary injunction, or claim arising out of other interim or in conservatory relief, as necessary, notwithstanding any informal dispute resolution procedures herein. (e) In connection with any court proceeding relating to this Agreement or its SCHEDULESany Ancillary Agreement, or related Buyer and Seller hereto irrevocably waive any jury trial. (f) The parties hereto each agree to the alleged breachjurisdiction of any state or federal court sitting in the State of Delaware and waive personal service of any and all process upon it, terminationand consent that all services of process be made as provided in herein and directed to it at its address as set forth in Section 6.1, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, and service so made shall be finally settled deemed to be completed when received. The parties hereto each waive any objection based on forum non convenience and determined waive any objection to venue of any action instituted hereunder. Nothing in this paragraph shall affect the right of the parties hereto to serve legal process in any other manner permitted by arbitration administered law. (g) This Agreement and the transactions related hereto shall be governed by the AAA under its then current Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes) (the “Rules”). The written reasoned award laws of the arbitrators shall be final and binding upon the partiesState of Delaware, and judgment on or enforcement without regard for conflicts of the award so rendered may be sought, had or entered in any court having jurisdictionlaws principles thereof.

Dispute Resolution and Applicable Law. All disputes, differences or questions (a) The parties shall attempt in good faith to resolve any dispute arising out of or in connection with relating to this Agreement. In particular, those executives of the respective parties who have authority to settle the controversy and have direct responsibility for administration of the relationships established pursuant to this Agreement or its SCHEDULES, or related shall attempt in good faith to negotiate a settlement pursuant to the alleged breachfollowing process: (b) Any party having a dispute or claim shall give the other party written notice stating the nature of the dispute in reasonable detail. Within ten business days after delivery of the notice, termination, validity, interpretation or violation thereof, the receiving party shall be submitted submit to the MANAGEMENT COMMITTEE for resolutionother a written response also in reasonable detail. Within ten business days after delivery of the written response, which decision-makers from both parties shall convene, whether meet (in person or otherwiseby telephone) at a mutually acceptable time and place (including telephonic conference), and thereafter as often as they reasonably deem necessary, to attempt to resolve such dispute in a timely mannerthe dispute. Either All reasonable requests for information made by one party may initiate a resolution procedure by providing written notice (“Dispute Notice”) to the other party, and any such Dispute Notice must set forth shall be honored. (c) If the subject matter has not been resolved by the persons referred to above within ten days of the first meeting of such persons, the dispute shall be referred to more senior executives of each party who have authority to settle the dispute and who shall likewise meet (in person or by telephone) to attempt to resolve the dispute, difference or question. If after sixty (60) days such 10 day period the dispute remains unresolved, the presidents of CERES and NOBLE parties shall seek to resolve the dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations between the presidents will be undertaken. If participate in a mediation is elected, the presidents will meet at conducted by a neutral site for mediation. Unless mutually agreed to otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted in accordance with the then existing Commercial Mediation Rules of the American Arbitration Association (AAA). The mediator shall be selected by mutual agreement of the partiesupon mediator. If the parties cannot agree on a resolve such dispute either alone or with the aid of the mediator, AAA such resolution shall designate be binding on the parties and a mediator at settlement agreement shall be signed by each party. (d) In the request of either party. Any mediator so designated must be acceptable event the parties are unable to both parties. Fees for resolve such dispute following the mediation will be shared equallyprocedures provided in Section 6.6(c), and either party may avail itself of any remedies available to it, whether at law or in equity, including recourse to any court of competent jurisdiction. Each party shall have the parties will responsible right to apply to a court of competent jurisdiction at any time for their respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement. Any disputetemporary restraining order, controversypreliminary injunction, or claim arising out of other interim or in conservatory relief, as necessary, notwithstanding any informal dispute resolution procedures herein. (e) In connection with any court proceeding relating to this Agreement or its SCHEDULESany Ancillary Agreement, or related Buyer and Seller hereto irrevocably waive any jury trial. (f) The parties hereto each agree to the alleged breachjurisdiction of any state or federal court sitting in the State of Florida and waive personal service of any and all process upon it, terminationand consent that all services of process be made as provided herein and directed to it at its address as set forth in Section 6.1, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, and service so made shall be finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes) (the “Rules”)deemed to be completed when received. The written reasoned award parties hereto each waive any objection based on forum non convenience and waive any objection to venue of any action instituted hereunder. Nothing in this paragraph shall affect the right of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered parties hereto to serve legal process in any court having jurisdictionother manner permitted by law.

Dispute Resolution and Applicable Law. All disputes, differences or questions arising out of or DISPUTE RESOLUTION 12.1 Any dispute between the parties in connection with this the Agreement or its SCHEDULESwill first be attempted to be resolved by the parties through good faith negotiations and in connection therewith, or related to the alleged breach, termination, validity, interpretation or violation thereof, shall be submitted to the MANAGEMENT COMMITTEE for resolution, which shall convene, whether either Party may request in person or otherwise, to resolve such dispute in a timely manner. Either party may initiate a resolution procedure by providing written notice (“Dispute Notice”) to writing that the other party, Party meet and any commence such Dispute Notice must set forth the subject matter negotiations within a reasonable period of the dispute, difference or question. If time (in no event later than seven days) after sixty (60) such request; if within seven days the dispute remains unresolvedafter commencement of negotiations, the presidents of CERES and NOBLE shall seek parties cannot come to agreement, the parties will attempt to resolve the dispute through by mediated negotiation and will use best efforts to agree on the choice of mediator within seven days of a request for mediation by one Party to the other; if the matter cannot be resolved by mediation within 14 days after the appointment of a mediator, or mediation. If negotiation is elected, if the parties cannot agree that at least eight (8) cumulative hours on a mediator within seven days after a request of negotiations between a Party to appoint a mediator, either Party may refer the presidents will be undertaken. If mediation is elected, the presidents will meet at a neutral site for mediation. Unless agreed matter to otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted arbitration in accordance with the then existing Commercial Mediation Rules provisions set out below; any dispute between the parties which cannot be settled by negotiation or mediation will be determined by arbitration in accordance with the COMMERCIAL ARBITRATION ACT (British Columbia) and arbitration will be the exclusive method for final resolution of such dispute; there will be a single arbitrator who will be disinterested in the American Arbitration Association (AAA). The mediator shall dispute or controversy and will be selected by mutual agreement of the partiesimpartial with respect to all parties hereto. If the parties cannot agree on an arbitrator within seven days after the dispute going to arbitration, the appointment will be according to the COMMERCIAL ARBITRATION ACT (British Columbia); the determination of the arbitrator will be final and binding on the parties; each Party will bear its own costs in any such arbitration, provided that, if the arbitrator finds that any Party acted unreasonably he may, in his discretion, award costs against such Party; the arbitrator will have the discretionary authority to grant injunctive relief and specific performance as may be requested by a mediator, AAA shall designate Party; any order of an arbitrator may be entered with a mediator at the request Court of either party. Any mediator so designated must be acceptable to both parties. Fees competent jurisdiction for the mediation purposes of enforcement; the place of arbitration will be shared equallyVancouver, British Columbia; and the arbitrator will give effect insofar as possible to the desire of the parties hereto that the dispute or controversy be resolved in accordance with good commercial practice, and the parties arbitrator will responsible for their respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement. Any dispute, controversy, or claim arising out of or in connection with this Agreement or its SCHEDULES, or related to the alleged breach, termination, validity, interpretation or violation thereof, not settled by negotiation or mediation decide such dispute in accordance with the terms hereof, shall be finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes) (the “Rules”). The written reasoned award laws of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdictionBritish Columbia.

Dispute Resolution and Applicable Law. All disputes, differences or questions arising out of or Dispute Resolution 12.1 Any dispute between the parties in connection with this the Agreement or its SCHEDULESwill first be attempted to be resolved by the parties through good faith negotiations and in connection therewith, or related to the alleged breach, termination, validity, interpretation or violation thereof, shall be submitted to the MANAGEMENT COMMITTEE for resolution, which shall convene, whether either Party may request in person or otherwise, to resolve such dispute in a timely manner. Either party may initiate a resolution procedure by providing written notice (“Dispute Notice”) to writing that the other party, Party meet and any commence such Dispute Notice must set forth the subject matter negotiations within a reasonable period of the dispute, difference or question. If time (in no event later than seven days) after sixty (60) such request; if within seven days the dispute remains unresolvedafter commencement of negotiations, the presidents of CERES and NOBLE shall seek parties cannot come to agreement, the parties will attempt to resolve the dispute through by mediated negotiation and will use best efforts to agree on the choice of mediator within seven days of a request for mediation by one Party to the other; if the matter cannot be resolved by mediation within 14 days after the appointment of a mediator, or mediation. If negotiation is elected, if the parties cannot agree that at least eight (8) cumulative hours on a mediator within seven days after a request of negotiations between a Party to appoint a mediator, either Party may refer the presidents will be undertaken. If mediation is elected, the presidents will meet at a neutral site for mediation. Unless agreed matter to otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted arbitration in accordance with the then existing provisions set out below; any dispute between the parties which cannot be settled by negotiation or mediation will be determined by arbitration in accordance with the Commercial Mediation Rules Arbitration Act (British Columbia) and arbitration will be the Exclusive method for final resolution of such dispute; there will be a single arbitrator who will be disinterested in the American Arbitration Association (AAA). The mediator shall dispute or controversy and will be selected by mutual agreement of the partiesimpartial with respect to all parties hereto. If the parties cannot agree on an arbitrator within seven days after the dispute going to arbitration, the appointment will be according to the Commercial Arbitration Act (British Columbia); the determination of the arbitrator will be final and binding on the parties; each Party will bear its own costs in any such arbitration, provided that, if the arbitrator finds that any Party acted unreasonably he may, in his discretion, award costs against such Party; the arbitrator will have the discretionary authority to grant injunctive relief and specific performance as may be requested by a mediator, AAA shall designate Party; any order of an arbitrator may be entered with a mediator at the request Court of either party. Any mediator so designated must be acceptable to both parties. Fees competent jurisdiction for the mediation purposes of enforcement; the place of arbitration will be shared equallyVancouver, British Columbia; and the arbitrator will give effect insofar as possible to the desire of the parties hereto that the dispute or controversy be resolved in accordance with good commercial practice, and the parties arbitrator will responsible for their respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement. Any dispute, controversy, or claim arising out of or in connection with this Agreement or its SCHEDULES, or related to the alleged breach, termination, validity, interpretation or violation thereof, not settled by negotiation or mediation decide such dispute in accordance with the terms hereof, shall be finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation Procedures (including Procedures for Large, Complex Commercial Disputes) (the “Rules”). The written reasoned award laws of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdictionBritish Columbia.