Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith. (b) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties. (c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client is aware that: (i) Arbitration is final and binding on the Parties. (ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law. (iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings. (iv) The arbitration 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. (v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.
Appears in 2 contracts
Samples: Retirement Plan Service Agreement, Retirement Plan Service Agreement
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client Sponsor and The Leaders Group IRON or its affiliates, including any of The Leaders GroupIRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group IRON under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group IRON or an affiliate and ClientSponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) . If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) . If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client Sponsor is aware that:
(ia) Arbitration is final and binding on the Partiesparties.
(iib) The Parties parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iiic) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(ivd) The arbitration 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.
(ve) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.
Appears in 2 contracts
Samples: Erisa Fiduciary 3(38) Investment Management Agreement, Erisa Fiduciary 3(38) Investment Management Agreement
Dispute Resolution; Arbitration. (a) All disputes, actions The parties will use good faith efforts to resolve any controversy or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise claim arising out of or relate relating to this Agreement or the breach thereof, first in accordance with the Company’s internal review procedures, except that this requirement will not apply to any claim or dispute under or relating to Section 10 of the Services provided by The Leaders Group under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) If If, despite their good faith efforts, the parties are unable to resolve their differences such controversy or claim through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by lawCompany’s internal review procedures, then such controversy or claim will be resolved by arbitration in Xxxx County, Illinois, in accordance with the matter shall be settled by binding arbitration under the Commercial Arbitration Rules rules then applicable of the American Arbitration Association. Unless Association (the parties can agree on a single arbitrator“AAA”) (provided that the Company will pay the filing fee and all AAA hearing fees, arbitrator expenses, and administrative and other fees of the matter shall be heard by a panel of three arbitratorsAAA associated with any such arbitration), one selected by each party and judgment upon the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and may be entered into in any court having jurisdiction thereof. For the avoidance of doubt, the Company’s agreement to pay AAA fees and arbitrator expenses as set forth in the foregoing sentence does not mean that the Company shall pay Executive’s legal fees or any expert or other fees or expenses incurred by Executive in conjunction with any arbitration proceeding, as Executive and the Company shall be solely responsible for the payment of their own legal fees and other expenses other than the expenses of the AAA that the Company has agreed to pay pursuant to the foregoing sentence. Any arbitration conducted under this Section 14 shall be private, and shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. All disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, and be final and binding upon the disputing parties, and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. In agreeing This Section 14 is subject to binding arbitrationthe Federal Arbitration Act.
(c) Notwithstanding the other terms of this Section 14, Client is aware that:either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions of Section 14; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 14.
(d) By entering into this Agreement and entering into the arbitration provisions of this Section 14, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.
(e) Nothing in this Section 14 shall prohibit a party to this Agreement from (i) Arbitration instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is final and binding on the Partiesnot a party to this Agreement. Further, nothing in this Section 14 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.
(iif) The Parties are waiving their right to seek remedies Further, notwithstanding anything in courtthis Section 14, including the right to jury trial, except to the extent that any dispute, controversy or claim between Executive and the Company arises out of or relates to any equity-based incentive awards referenced in Section 8 above, such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration award is not required to include factual findings dispute, controversy or legal reasoning and any Party’s right to appeal or to seek modification of rulings claim shall be governed by the arbitrators is strictly limited.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date dispute resolution provisions set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform in the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.applicable equity-based incentive award documentation.2
Appears in 2 contracts
Samples: Employment Agreement (Hyzon Motors Inc.), Employment Agreement (Hyzon Motors Inc.)
Dispute Resolution; Arbitration. (a) All disputes, actions The parties will use good faith efforts to resolve any controversy or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise claim arising out of or relate relating to this Agreement or the breach thereof, first in accordance with the Company’s internal review procedures, except that this requirement will not apply to any claim or dispute under or relating to Section 10 of the Services provided by The Leaders Group under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) If If, despite their good faith efforts, the parties are unable to resolve their differences such controversy or claim through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by lawCompany’s internal review procedures, then such controversy or claim will be resolved by arbitration in Manhattan, New York, in accordance with the matter shall be settled by binding arbitration under the Commercial Arbitration Rules rules then applicable of the American Arbitration Association. Unless Association (the parties can agree on a single arbitrator“AAA”) (provided that the Company will pay the filing fee and all AAA hearing fees, arbitrator expenses, and administrative and other fees of the matter shall be heard by a panel of three arbitratorsAAA associated with any such arbitration), one selected by each party and judgment upon the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and may be entered into in any court having jurisdiction thereof. For the avoidance of doubt, the Company’s agreement to pay AAA fees and arbitrator expenses as set forth in the foregoing sentence does not mean that the Company shall pay Executive’s legal fees or any expert or other fees or expenses incurred by Executive in conjunction with any arbitration proceeding, as Executive and the Company shall be solely responsible for the payment of their own legal fees and other expenses other than the expenses of the AAA that the Company has agreed to pay pursuant to the foregoing sentence. Any arbitration conducted under this Section 15 shall be private, and shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. All disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. In agreeing This Section 15 is subject to binding arbitrationthe Federal Arbitration Act.
(c) Notwithstanding the other terms of this Section 15, Client is aware that:either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions of Section 15; provided, however, that the remainder of any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 15.
(d) By entering into this Agreement and entering into the arbitration provisions of this Section 15, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.
(e) Nothing in this Section 15 shall prohibit a party to this Agreement from (i) Arbitration instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is final and binding on the Partiesnot a party to this Agreement. Further, nothing in this Section 15 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.
(iif) The Parties are waiving their right to seek remedies Further, notwithstanding anything in courtthis Section 15, including the right to jury trial, except to the extent that any dispute, controversy or claim between Executive and the Company arises out of or relates to any equity-based incentive awards referenced in Section 8 above, such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration award is not required to include factual findings dispute, controversy or legal reasoning and any Party’s right to appeal or to seek modification of rulings claim shall be governed by the arbitrators is strictly limited.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date dispute resolution provisions set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform in the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.applicable equity-based incentive award documentation.1
Appears in 2 contracts
Samples: Employment Agreement (Hyzon Motors Inc.), Employment Agreement (Hyzon Motors Inc.)
Dispute Resolution; Arbitration. (a) All disputesThe Parties hereto shall be free to bring all differences of interpretation and disputes arising in connection with this Agreement to the attention of the other at any time without prejudicing their harmonious relationship and operations hereunder, actions and the good offices and facilities of either party shall be available at all times for the prompt and effective adjustment of any and all such differences, either by mail, telephone or controversies between Client personal meeting under friendly and The Leaders Group courteous circumstances. To the extent any differences with respect to or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise arising out of or relate the terms of this Agreement cannot be resolved between the parties in accordance with the procedures set forth in the previous sentence, any party may deliver a written notice of disagreement (a "Notice of Disagreement") to any the other specifying with particularity the nature of the Services provided by The Leaders Group under this Agreement, or disagreement and the construction, performance or breach facts related thereto. Following delivery of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation a Notice of the parties acting in good faith.
(b) If the parties are unable to resolve their differences through negotiationDisagreement, the parties shall engage attempt to resolve any differences which they may have with respect to any matter specified in non-binding mediation, using the services Notice of an impartial, neutral mediator selected by mutual agreement of the partiesDisagreement. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable fail to agree on reach a single mediator or written agreement with respect to resolve the issues through mediation, to the extent permitted by lawall such matters, then all such matters as specified in the matter Notice of Disagreement as to which such written agreement has not been reached (the "Disputed Matters") shall be settled submitted to and reviewed by binding arbitration under an arbitrator (the "Arbitrator"), who shall be appointed in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Unless The Arbitrator shall act promptly (in no event to exceed twenty days) to resolve all Disputed Matters and shall issue a written decision resolving the disputed matters applying such reasonable and equitable principles (consistent with this Agreement and applicable law) as he or she deems appropriate. The Arbitrator's decision with respect to all Disputed Matters shall be final and binding upon the parties. The arbitration shall be conducted in Cleveland, Ohio in accordance with the Commercial Rules of the American Arbitration Association, and the decision of such Arbitrator shall be final and binding upon the parties. The Arbitrator shall issue a written decision with respect to any disputes relating to any Notice of Disagreement submitted for arbitration. The decision of the Arbitrator shall be final and binding upon the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and judgment in accordance with such decision may be entered into in any court having of competent jurisdiction. In agreeing to binding arbitration, Client is aware that:
(i) Arbitration is final The fees and binding expenses of the Arbitrator incurred in resolving the Disputed Matters shall be borne equally by Parent and Acquisition Sub on the Parties.
(ii) The Parties are waiving their right one hand and by the Company and the Company Shareholders on the other hand. Notwithstanding the foregoing, the prevailing party in any arbitration will be entitled to seek remedies in courtan award of attorneys' fees and costs, including and all costs of arbitration will be paid by the right non-prevailing party. Parent and/or Acquisition Sub shall be entitled to jury trial, except set off any amounts owing to them pursuant to the extent such a waiver would violate applicable lawforegoing against any amounts owed by them under the Notes.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration 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.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.
Appears in 1 contract
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client Sponsor and The Leaders Group CP or its affiliates, including any of The Leaders GroupIRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group IRON under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group CP or an affiliate and ClientSponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) . If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) . If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client Sponsor is aware that:
(ia) Arbitration is final and binding on the Partiesparties.
(iib) The Parties parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iiic) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(ivd) The arbitration 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.
(ve) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.
Appears in 1 contract
Samples: Erisa Fiduciary 3(38) Investment Management Agreement
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client Sponsor and The Leaders Group IRON or its affiliates, including any of The Leaders GroupIRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group IRON under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group IRON or an affiliate and ClientSponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) . If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) . If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client Sponsor is aware that:
(ia) Arbitration is final and binding on the Partiesparties.
(iib) The Parties parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iiic) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(ivd) The arbitration 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.
(ve) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed Plan Sponsor by accepting and acknowledging this Agreement as represents that performance of the date Agreement is within the scope of the activities authorized by the Plan and applicable laws and that he or she is duly authorized to negotiate, enter into, and renew this Agreement on behalf of the Plan. Company Name: Company Address: Plan Type: Name of Responsible Plan Fiduciary (the person(s) authorized to enter into arrangements for service on behalf of the Plan) : Company Phone: Company Fax: Company Email: Is the Company USA-based? □ Yes □ Other: TIN: DBA: Number of Company Locations: State(s) in which there are Company Location(s): Current Designated Investment Alternatives: Description of Business: (i.e. manufacturing, consulting, etc.) Does the Plan have a preexisting relationship with IRON Financial or an affiliate? □ Yes □ No If Yes, please describe: Does the Plan own any IRON Financial affiliated products? □ Yes □ No If Yes, please list: Current Money Market or Cash Equivalent: Assets as of: Projected Annual Cash Flow: Sponsor, in its sole discretion, has identified the following Asset Category for the Plan: Comprehensive Asset Category: Equity Large Cap Growth Large Cap Value Mid-Cap Blend Small Cap Blend Foreign Large Blend Foreign Small/Mid Blend Diversified Emerging Markets Fixed Income Ultra-Short Government Bond Short-Term Corporate Bond Intermediate Government Bond Diversified Bond Foreign/International Bond Inflation-Protected Bond Alternatives High-Yield Bond Real Estate (REITs) Convertibles Asset Allocation Conservative Allocation Moderate Allocation Aggressive Allocation Target Date Series Index Fund S&P 500 Index Total Stock Market Index International Equity Index Total Bond Market Index PNN-1238AO 12/2015 Page 12 of 21 ERISA Fiduciary 3(38) Investment Management Agreement IRON shall provide only the services mutually agreed to by IRON and the Sponsor acting on behalf of the Plan. Fees for those services are set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform in the Fee Schedule at Appendix C. Sponsor seeks to engage IRON as an ERISA fiduciary to assist in the following Services activities:
1. Development of an Investment Policy Statement (“IPS”): In connection with the development of the Plan’s IPS, the Sponsor will provide the desired risk-return characteristics for the Plan’s portfolio and other relevant information concerning the Plan’s risk profile. The Sponsor (or an authorized delegate thereof) will determine the asset allocation guidelines for the Plan’s portfolio in consultation with IRON based on the risk profile provided to IRON. IRON will assist the Sponsor in developing an IPS that is consistent with the requirements of ERISA, which will include the asset allocation guidelines and any applicable investment restrictions for the Plan’s portfolio. IRON will review the IPS on an ongoing basis and may recommend modifications to the IPS for the review and approval of the Sponsor as necessary. IRON reserves the right to discontinue its services under the Agreement in the event the IPS includes any conditions or restrictions that are inconsistent with IRON’s ability to perform such services prudently.
2. Implementation of an Asset Allocation Strategy: IRON will implement an asset allocation strategy for the Plan’s portfolio consistent with the asset allocation guidelines and any applicable investment restrictions included in the IPS. Such asset allocation strategy will be based on the risk profile provided by the Sponsor (or an authorized delegate thereof) and any other appropriate considerations made by IRON, such as liquidity, the projected return on investments relative to anticipated cash, and the liability structure of the Plan as discussed with the Sponsor or Plan actuary.
3. Providing Discretionary Investment Management Services: IRON will select one or more investment funds or other similar pooled investment vehicles (“Funds”) for each corresponding asset category within the Plan’s portfolio. The investment allocations for the Plan’s portfolio will be based on the asset allocation strategy implemented by IRON and its investment processes consistent with the Plan’s IPS and ERISA. Such investments may be replaced by IRON as deemed necessary. The long-term investment allocations for the portfolio will be rebalanced in accordance with the applicable asset allocation guidelines as determined by IRON in its discretion as the Plan’s Investment Manager. IRON will not be responsible for the selection or monitoring of any investments for the Plan that are not actually made by IRON on behalf of the Plan in its discretion as the Investment Manager. In no event shall IRON be responsible for the selection or monitoring of any employer stock, stable value funds, guaranteed investment contracts, fixed or index-fixed annuities, or any other investments made at the direction of the Sponsor or any other provider. Sponsor acknowledges and agrees that IRON shall not be responsible for selecting, changing or otherwise advising on the share class for any Funds selected for the Plan’s portfolio. Sponsor understands that IRON may provide the following ministerial or administrative services that are not considered to be fiduciary duties under ERISA:
(a) Preparation and Delivery of Reports: o Portfolio holdings o Quarterly investment summary o Quarterly investment actions o Supplementary investment-related educational information This Facilitation Agreement is entered into between the Employer/Plan Sponsor (the “Sponsor”) as identified in the separate Investment Management Agreement between the Sponsor and IRON Financial, LLC, a Plan Investment Advisory Firm (“IRON”), (the “Investment Management Agreement”) and Nationwide Life Insurance Company and/or Nationwide Trust Company, FSB a division of Nationwide Bank (collectively, “Nationwide”) to establish an arrangement for Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) section 3(38) investment fiduciary services (“Investment Fiduciary”) to be provided by IRON to the Plan (the “Plan”), as mutually agreed by The Leaders Group and identified in the ClientInvestment Management Agreement. Services to be performed These investment fiduciary services are provided under the Investment Management Agreement. This Facilitation Agreement shall be checked effective upon execution by the Sponsor, IRON and initialed by each partyNationwide.
Appears in 1 contract
Dispute Resolution; Arbitration. In the event of a dispute between the parties hereto, such parties agree to submit the matter to binding arbitration to be conducted under the auspices of the American Arbitration Association (hereinafter referred to as "AAA").
(a) All disputes, actions or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, dispute shall be resolved by negotiation in accordance with the Commercial Arbitration Rules in effect for AAA, which form of rules pertaining on the date of the parties acting in good faithdemand for arbitration shall apply and govern the arbitration proceeding.
(b) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator arbitration shall be borne equally held in the State of Delaware, at such place as shall be designated by the partiesarbitrator. Delaware law, both substantive and procedural, shall govern the proceedings.
(c) All procedural rules for arbitration shall be strictly followed in resolving disputes under this Agreement, whether by the arbitrator, or by a court of competent jurisdiction in enforcing such provisions.
(d) The dispute shall be resolved by a single arbitrator. The arbitrator shall be a member of the Delaware State Bar, actively engaged in the practice of law for at least ten (10) years, with expertise in the process of deciding disputes and/or interpreting contracts (in the particular field of law involving the subject controversy). If the parties are unable to cannot agree on a single mediator or to resolve the issues through mediationan arbitrator after having been presented with three (3) lists of potential candidates by AAA, AAA shall select an arbitrator from among its commercial arbitration panel members who are retired Delaware judges.
(e) The parties may resort to the extent permitted by lawcourts for injunctive relief pending arbitration, then the matter without thereby waiving arbitration.
(f) The arbitration shall be settled by binding arbitration under conducted in the Commercial Arbitration Rules English language in Delaware, according to the rules of evidence contained in Delaware law.
(g) In rendering the award, the arbitrator shall determine the rights and obligations of the American Arbitration Association. Unless parties according to the parties can agree on substantive and procedural laws of Delaware, as though the arbitrator was a single arbitrator, the matter shall court of competent jurisdiction in Delaware.
(h) The award must be heard accompanied by a panel written statement of three arbitrators, one selected by each party decision. The award will be final and binding in the third selected by the two arbitrators so appointedabsence of manifest mistake or fraud. Judgment upon any on the award rendered by the arbitrator(s) shall final, and may be entered into in any court having of competent jurisdiction. In agreeing to binding arbitration, Client is aware that:.
(i) Arbitration is final The arbitrator shall have the discretion to order a pre-hearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, an examination by deposition of parties and binding on the Partiesthird-party witnesses.
(iij) The Parties are waiving their right Any prevailing party is entitled to seek remedies recover costs (and expenses) which shall include reasonable attorney's fees as well as the fees and expenses of the arbitrators and the administrative fees of AAA. A "prevailing party" shall be a party in court, including whose favor any portion of the right award is rendered and that is determined by the arbitrator to jury trial, except to be the extent such a waiver would violate applicable lawprevailing party.
(iiik) Pre-The arbitrator shall have the authority to employ the law and motion process and to award any remedy or relief that a court of the State of Delaware could order or grant, including, without limitation, rescission, specific performance of any obligation created under the agreement, the awarding of punitive damages, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration discovery is generally more limited than and potentially different in form and scope from court proceedingsor judicial process.
(ivl) The issue of fraud in the inducement of a contract containing an arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings clause, such as this contract, may be decided by the arbitrators arbitrator and not by the court, unless it is strictly limitedalleged that fraud permeated the entire contract.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.
Appears in 1 contract
Samples: Series D Preferred Stock Purchase Agreement (Arnold Palmer Golf Co)
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client Sponsor and The Leaders Group CP or its affiliates, including any of The Leaders GroupIRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group IRON under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group IRON or an affiliate and ClientSponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) . If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) . If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, be final and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client Sponsor is aware that:
(ia) Arbitration is final and binding on the Partiesparties.
(iib) The Parties parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iiic) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(ivd) The arbitration 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.
(ve) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Plan Sponsor by accepting and acknowledging this Agreement represents that performance of the Agreement is within the scope of the activities authorized by the Plan and applicable laws and that he or she is duly authorized to negotiate, enter into, and renew this Agreement on behalf of the Plan. Each party represents to the others that the person executing this Agreement on its behalf is duly authorized and empowered to execute this Agreement. IRON Fiduciary, an offering by Creative Planning, LLC and the Plan Sponsor hereby agree with the provisions set forth in this Agreement and the verification set forth above. The Parties have executed this Agreement as of , 20 , the date set forth aboveEffective Date. By(Date: By: Print Month Day) (YY) Company Name: Title: Title: Company Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY ByCompany Phone: The Leaders Group shall perform Company Fax: Company Email: Is the following Services Company USA-based? c Yes c Other: TIN: DBA: Number of Company Locations: State(s) in which there are Company Locations: Current Designated Investment Alternatives: Current Money Market or Cash Equivalent: Plan Type: Name of Responsible Plan Fiduciary (the person(s) authorized to enter into arrangements for service on behalf of the Plan): Description of Business: (i.e. manufacturing, consulting, etc.) Does the Plan have a pre-existing relationship with IRON or an affiliate? c Yes c No If Yes, please describe: Does the Plan own any IRON affiliated products? c Yes c No If Yes, please list: Assets as of: Projected Annual Cash Flow: Advisor/Broker Name: Phone No.: Email Address: TPA Name: Phone No.: Email Address: Plan Trustee Name: Phone No.: Email Address: Target Date Glidepath Passive – Through Retirement Mutual Fund Series (DEFAULT) Passive To Retirement Mutual Fund Series Active To Retirement Mutual Fund Series Active To Retirement CIT Series Active Through Retirement Mutual Fund Series Active Through Retirement CIT Series Custom To Retirement CIT Series Passive Through Retirement Mutual Fund Series (DEFAULT) Passive To Retirement Mutual Fund Series Stocks Large-Cap Growth Large-Cap Value Mid-Cap (Growth/Blend/Value) Small-Cap (Growth/Blend/Value) Foreign Large-Cap Growth Foreign Large-Cap Value Foreign Small/Mid-Cap (Growth/Blend/Value) Diversified Emerging Markets Large Blend (S&P 500) Index Total Stock Market Index International Stock Market Index Large-Cap Growth Index Large-Cap Value Index Large-Cap Blend (S&P 500) Index Mid-Cap Index Small-Cap Index Total Stock Market Index International Stock Market Index Diversified Emerging Market Index Bonds Ultra-Short-Term Bond Short-Term Government Bond Short-Term Corporate Bond Short-Term Diversified Bond Intermediate-Term Diversified Bond Government-Backed Mortgage Bonds (GNMA) Intermediate-Term Government Bond Inflation-Protected Bond World Bond US Fund Total Bond Market Index US Fund Total International Bond Market Index Ultra-Short-Term Bond Index Short-Term Bond Index Short-Term Corporate Bond Index Total Bond Market Index Intermediate-Term Government Bond Index Government-Backed Mortgage Bond Index Total International Bond Market Index Inflation-Protected Bond Index Alternatives Real Estate Investment Trusts (REITs) High Yield Bonds Convertibles Nontraditional Bond Real Estate Investment Trusts (REITs) Index High Yield Bond Cash Preservation Govt. Money Market Fund (fixed NAV) Stable Value Fund Guaranteed Income Contract Govt. Money Market Fund (fixed NAV) Stable Value Fund Guaranteed Income Contract Asset Allocation Allocation –- 15% to 30% Equity (Conservative) Allocation –- 50% to 70% Equity (Moderate) Allocation –- 85+% Equity (Aggressive) Allocation –- 15% to 30% Equity (Conservative) Allocation –- 50% to 70% Equity (Moderate) Allocation –- 85+% Equity (Aggressive) Please indicate the “investment preference that suits your Plan”). IRON will take investment discretion over all the preferences shown below.
1. Direction for Core Lineup:
2. Direction for Target Date Glidepath, as mutually agreed by The Leaders Group Investment Style, and the Client. Services to be performed shall be checked and initialed by each party.Investment Vehicle:
Appears in 1 contract
Samples: Erisa Fiduciary 3(38) Investment Management Agreement
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise Any dispute arising out of or relate to any of the Services provided by The Leaders Group under in connection with this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, Agreement shall be resolved by negotiation of settled, if possible, through good faith negotiations between the parties acting in good faith.
(b) Parties. If the parties Parties are unable to resolve their differences through negotiationsettle such dispute within [***], such dispute arising out of or relating to this Agreement shall be referred to the parties shall engage in non-binding mediation, using Chief Executive Officer of DICERNA or the services of an impartial, neutral mediator selected by mutual agreement authorized designee of the parties. Mediation is voluntary once commenced, and either party may withdraw from Chief Executive Officer of BOEHRINGER (the mediation process at its sole discretion at any time“Executive Officers”). The fees Executive Officers of the mediator both Parties shall meet to attempt to resolve such dispute. Such resolution, if any, of a referred issue shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on the Parties.. All negotiations pursuant to this Section 11.8 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Executive Officers cannot resolve such dispute within [***] after either Party requests such a meeting in writing, then the Parties agree that all disputes that may not be resolved amicably between the Parties arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) by [***] appointed in accordance with said rules. The exclusive place of arbitration shall be [***] and the proceedings shall be conducted in English language. The award for arbitration shall be final and binding and may be enforced in any court of competent jurisdiction against BOEHRINGER or DICERNA. Notwithstanding the foregoing but without abrogating the agreement of the Parties to binding arbitration, the Parties shall each be entitled either prior to or during arbitration to seek and obtain injunctive or other equitable relief in any court of competent jurisdiction to preserve the status quo (including to enforce the and prevent unauthorized disclosures of Confidential Information or infringement or misappropriation of any Intellectual Property) pending arbitration or to prevent the breach of this Agreement, without the necessity of posting any bond. The Parties further agree that
(iia) The Parties are waiving their right to seek remedies in courtexcept as may be otherwise required by law, including neither Party, its witnesses, or the right to jury trialarbitrators may disclose the existence, except to content, results of the extent such a waiver would violate applicable law.arbitration hereunder without prior written consent of both Parties; and
(iiib) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration award is not neither Party shall be required to include factual findings give general discovery of documents, but may be required only to produce specific, identified documents which are relevant or legal reasoning and any Party’s right to appeal or to seek modification of rulings considered relevant by the arbitrators is strictly limited.to the dispute (subject to Third Party confidentiality obligations); and
(vc) The panel the scope of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as authority of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform arbitrators should be limited to the following Services for the Plan strict application of law; and
(the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed d) no arbitrator shall be checked an employee, director or shareholder of either Party or any of their affiliated companies but each shall have experience in the pharmaceutical industry; and
(e) the chairman shall be a lawyer and initialed not be a national of the country of one of the Parties; and
(f) this Section 11.8 shall apply to any claims by each partyor against the parents, subsidiaries, affiliates, agents, principals, officers, directors, or employees of the Parties; and
(g) the arbitrators may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues.
Appears in 1 contract
Samples: Collaborative Research and License Agreement (Dicerna Pharmaceuticals Inc)
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client Sponsor and The Leaders Group CP or its affiliates, including any of The Leaders GroupIRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group IRON under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group CP or an affiliate and ClientSponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) . If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) . If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client Sponsor is aware that:
(ia) Arbitration is final and binding on the Partiesparties.
(iib) The Parties parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iiic) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(ivd) The arbitration 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.
(ve) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of Notwithstanding the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group foregoing, IRON shall perform the following Services not be required to submit to arbitration any claim for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each partycollection of unpaid fees in an amount of less than $5000.
Appears in 1 contract
Samples: Erisa Fiduciary 3(21) Investment Advisory Agreement
Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that to the fullest extent permitted by applicable law, any dispute arising out of or relating in any way to this Contract or a similar prior contract, the Premises, or the relationship between Resident and Landlord and its affiliates (aincluding matters occurring prior to the date of this Contract and disputes with third parties) All disputes(collectively, actions “Claims”) will be resolved by arbitration, including any dispute about arbitrability, such as scope and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims , including those against or controversies between Client and The Leaders Group involving third parties such as Landlord’s or its affiliates, including any of The Leaders Group’s present or former ’ officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group under this Agreementagents, shareholders, members, partners, subsidiaries, joint venturers, or the constructioncontractors. Except as expressly provided herein, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent arbitration will be conducted pursuant to the date hereof, shall be resolved by negotiation of applicable rules (the parties acting in good faith.
(b“Arbitration Rules”) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless Should the AAA be unavailable, unable or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as written, the parties can shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitrator, but in the matter shall event that the parties are unable to agree, the arbitrator will be heard by appointed pursuant to the Arbitration Rules. The arbitrator will be a panel practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of three arbitrators, one selected by each party and the third selected by date the two arbitrators so arbitrator is appointed. Judgment upon any award rendered by Because the arbitrator(s) shall finalContract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and may be entered into any court having jurisdictionenforcement of these arbitration provisions. In agreeing to binding More information about arbitration, Client is aware that:
(i) Arbitration is final and binding on the Parties.
(ii) The Parties are waiving their right to seek remedies in court, including the right Arbitration Rules, is available at xxx.xxx.xxx or by calling 0-000-000-0000. The following matters will not be subject to jury trialarbitration but will instead be adjudicated in the appropriate court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON- REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, RESIDENT AND LANDLORD HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY, EVEN FOR DISPUTES NOT SUBJECT TO ARBITRATION. Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except to that if the extent such a class action waiver would violate applicable lawabove is found unenforceable, the entire arbitration agreement is void, other than the jury waiver provision.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration 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.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.
Appears in 1 contract
Samples: Housing Contract
Dispute Resolution; Arbitration. (a) All disputesThe parties agree to use every reasonable effort to settle any dispute or disagreement between them relative to this agreement by amicable means and not to resort to legal action unless and until the parties have in good faith attempted to settle such dispute or disagreement. If this method of resolution should have proved to be impracticable, actions any controversy or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise claim arising out of or relate relating to any of the Services provided by The Leaders Group under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, shall be submitted to and be finally resolved by negotiation of arbitration. Unless the parties acting in good faith.
(b) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to interested mutually agree on a single mediator or to resolve the issues through mediation, to the extent permitted by lawdifferent method of arbitration, then any interested party may submit the matter to arbitration with one arbitrator selected by each party and the two arbitrators thus selected shall select a neutral arbitrator who shall preside over the arbitration which will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, the Virginia Arbitration Act, or such other rules and procedures agreed upon by a majority of the arbitrators. The arbitrators may employ such experts as they deem necessary and hear evidence from any party in the discretion of the arbitrators. The determination by a majority of the arbitrators shall be settled binding on all parties for all purposes and a judgment on the award may be entered by binding arbitration under any court of competent jurisdiction. Costs of each designated arbitrator shall be paid by the designating party and all other costs for a neutral arbitrator, experts and expenses incurred shall be divided equally between the parties in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on The arbitration shall take place in a single arbitratorneutral location, and, except as otherwise provided herein, the matter provisions of the Virginia Uniform Arbitration Act shall apply. The arbitrators may employ the service of such accountants and agents as they may deem necessary. Interested parties may present to the arbitrators such evidence as they may deem appropriate. The determination of a majority of the arbitrators shall be heard by a panel final and binding upon all persons for all purposes. Each party shall bear the expenses of three arbitrators, one selected by each party its or his attorney and the third selected by the two arbitrators so appointedexpenses of its or his proof, if any. Judgment upon any the award rendered by the arbitrator(s) shall final, and arbitrators may be entered into in any court having of competent jurisdiction. In agreeing to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on the Parties.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration 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.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.
Appears in 1 contract
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client Sponsor and The Leaders Group CP or its affiliates, including any of The Leaders GroupIRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group IRON under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group IRON or an affiliate and ClientSponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) . If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) . If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, be final and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client Sponsor is aware that:
(ia) Arbitration is final and binding on the Partiesparties.
(iib) The Parties parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iiic) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(ivd) The arbitration 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.
(ve) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Plan Sponsor by accepting and acknowledging this Agreement represents that performance of the Agreement is within the scope of the activities authorized by the Plan and applicable laws and that he or she is duly authorized to negotiate, enter into, and renew this Agreement on behalf of the Plan. Each party represents to the others that the person executing this Agreement on its behalf is duly authorized and empowered to execute this Agreement. IRON Fiduciary, an offering by Creative Planning, LLC and the Plan Sponsor hereby agree with the provisions set forth in this Agreement and the verification set forth above. The Parties have executed this Agreement as of , 20 , the date set forth aboveEffective Date. By(Date: ByMonth Day) (YY) Signature: Print Printed Name: Title: Street Address: City: State: Zip: Email: Representative Signature: Printed Name: Xxxxxx Xxxxx, Ph.D., CFA Title: Chief Investment Officer, Fiduciary Services Signature: Printed Name: Title: Company Name: Company Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY ByCompany Phone: The Leaders Group shall perform Company Fax: Company Email: Is the following Services Company USA-based? c Yes c Other: TIN: DBA: Number of Company Locations: State(s) in which there are Company Locations: Current Designated Investment Alternatives: Current Money Market or Cash Equivalent: Plan Type: Name of Responsible Plan Fiduciary (the person(s) authorized to enter into arrangements for service on behalf of the Plan): Description of Business: (i.e. manufacturing, consulting, etc.) Does the Plan have a pre-existing relationship with IRON or an affiliate? c Yes c No If Yes, please describe: Does the Plan own any IRON affiliated products? c Yes c No If Yes, please list: Assets as of: Projected Annual Cash Flow: Advisor/Broker Name: Phone No.: Email Address: TPA Name: Phone No.: Email Address: Plan Trustee Name: Phone No.: Email Address: Target Date Glidepath Passive – Through Retirement Mutual Fund Series (DEFAULT) Passive To Retirement Mutual Fund Series Active To Retirement Mutual Fund Series Active To Retirement CIT Series Active Through Retirement Mutual Fund Series Active Through Retirement CIT Series Custom To Retirement CIT Series Passive Through Retirement Mutual Fund Series (DEFAULT) Passive To Retirement Mutual Fund Series Stocks Large-Cap Growth Large-Cap Value Mid-Cap (Growth/Blend/Value) Small-Cap (Growth/Blend/Value) Foreign Large-Cap Growth Foreign Large-Cap Value Foreign Small/Mid-Cap (Growth/Blend/Value) Diversified Emerging Markets Large Blend (S&P 500) Index Total Stock Market Index International Stock Market Index Large-Cap Growth Index Large-Cap Value Index Large-Cap Blend (S&P 500) Index Mid-Cap Index Small-Cap Index Total Stock Market Index International Stock Market Index Diversified Emerging Market Index Bonds Ultra-Short-Term Bond Short-Term Government Bond Short-Term Corporate Bond Short-Term Diversified Bond Intermediate-Term Diversified Bond Government-Backed Mortgage Bonds (GNMA) Intermediate-Term Government Bond Inflation-Protected Bond World Bond US Fund Total Bond Market Index US Fund Total International Bond Market Index Ultra-Short-Term Bond Index Short-Term Bond Index Short-Term Corporate Bond Index Total Bond Market Index Intermediate-Term Government Bond Index Government-Backed Mortgage Bond Index Total International Bond Market Index Inflation-Protected Bond Index Alternatives Real Estate Investment Trusts (REITs) High Yield Bonds Convertibles Nontraditional Bond Real Estate Investment Trusts (REITs) Index High Yield Bond Cash Preservation Govt. Money Market Fund (fixed NAV) Stable Value Fund Guaranteed Income Contract Govt. Money Market Fund (fixed NAV) Stable Value Fund Guaranteed Income Contract Asset Allocation Allocation –- 15% to 30% Equity (Conservative) Allocation –- 50% to 70% Equity (Moderate) Allocation –- 85+% Equity (Aggressive) Allocation –- 15% to 30% Equity (Conservative) Allocation –- 50% to 70% Equity (Moderate) Allocation –- 85+% Equity (Aggressive) Please indicate the “investment preference that suits your Plan”). IRON will take investment discretion over all the preferences shown below.
1. Direction for Core Lineup:
2. Direction for Target Date Glidepath, as mutually agreed by The Leaders Group Investment Style, and the Client. Services to be performed shall be checked and initialed by each party.Investment Vehicle:
Appears in 1 contract
Samples: Erisa Fiduciary 3(38) Investment Management Agreement
Dispute Resolution; Arbitration. (a) All disputes4.1 In the event of any dispute, actions claim or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise controversy arising out of or relate related to any of the Services provided by The Leaders Group under this Agreement, or the construction, performance Agreement or breach of this thereof, the Parties shall use commercially reasonable efforts to settle such disputes, claims or any controversies by consulting and negotiating with each other agreement between The Leaders Group in good faith and attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such a resolution within thirty (30) days, the dispute, claim or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, controversy shall be resolved by negotiation of the parties acting in good faith.
(b) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be finally settled by binding arbitration under in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAssociation (AAA) for expedited arbitrations, unless modified herein. Unless the parties can agree on The arbitration shall be held before a single arbitrator, the matter arbitrator selected in accordance with said rules. The arbitrator shall be heard hear and determine any preliminary issue of law asserted by a panel Party as dispositive to the same extent that a court could hear and determine a motion for summary disposition (such as a motion for summary judgment under United States Rules of three arbitrators, one selected Civil Procedure Rule 56 by each party and a U.S. District Court). A judgment upon the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and arbitrator may be entered into in any court having jurisdiction.
4.2 Neither Party nor the arbitrator may disclose the existence, content, or results of the arbitration without prior written consent of both Parties. In agreeing to binding arbitration, Client There shall be no discovery other than the exchange of information that is aware that:
(i) Arbitration is final and binding on required by the arbitrator from the Parties.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) . The arbitration award is not required to include shall be in writing and shall specify the legal and factual findings or legal reasoning basis for the award. Each Party shall bear its own costs, attorney’s fees and any Party’s right to appeal or to seek modification disbursements, regardless of rulings by the arbitrators is strictly limitedwhich Party prevails.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or 4.3 Disputes that meet the small claims court requirements in the state in which the Bulk Services are affiliated with the securities industryprovided may be resolved in small claims court. The Parties have executed agree that this Section 4 shall not apply to debt collection matters, disputes relating to Intellectual Property, and that Title 15 Chapter 48 of the Code of Laws of South Carolina shall not apply to this Agreement as or to any arbitration or award hereunder.
4.4 Disputes under this Agreement may not be (a) resolved on a class-wide basis, (b) joined with another lawsuit, or (c) joined in arbitration with a dispute of the date set forth aboveany other entity. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”)arbitrator may not award, as mutually agreed by The Leaders Group and the Client. Services to be performed Parties waive any claims for awards for, punitive damages or attorney fees or any damages that are barred by this Agreement, unless such damages are expressly authorized by a relevant statute.
4.5 Nothing in this Agreement shall be checked and initialed by each partyconstrued to limit either Party's right to obtain equitable or injunctive relief in a court of competent jurisdiction in appropriate circumstances.
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Dispute Resolution; Arbitration. (a) All disputesIf despite the strict applicability of the limitation of liability contained in this Agreement, actions either the Guest, or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present his/her/their family members or former guests or invitees bring a claim, or file a lawsuit against the Agent, the owner of the Unit and/or any of their respective officers, directors, agents or employees, which may arise out of or relate others, pertaining to any the use and occupancy of the Services provided by The Leaders Group under Unit during this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, all such claims shall be resolved by negotiation through binding arbitration as described herein. If a dispute, controversy or claim (whether based upon contract, tort, statute, common law, or otherwise) (collectively a “Dispute”) arises from or relates directly or indirectly to the subject matter hereof, including the determination of the parties acting in good faith.
scope or applicability of this Agreement to arbitrate, and if the Dispute cannot be settled within fifteen (b15) If calendar days through direct discussions between the parties are unable to resolve their differences through negotiationhereto, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter unresolved Dispute thereafter shall be settled by mandatory and binding arbitration under conducted in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association. Unless Association administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the parties can agree “Rules”) and judgment on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall finalan arbitrator, and may be entered into in any court having jurisdiction. In agreeing The arbitration proceedings shall be conducted in Charleston, South Carolina before a single neutral arbitrator who is a member of the Bar of the State of South Carolina, has been actively engaged in the practice of law for at least fifteen (15) years, specializing in commercial transactions with substantial experience in the subject matter of the Agreement. Any attorney who serves as the arbitrator shall be compensated at a rate equal to binding arbitrationhis or her current regular hourly billing rate. Unless otherwise deemed appropriate by the arbitrator, Client is aware that:
the prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (iincluding attorney and arbitrator fees) Arbitration is final and binding on related to the Parties.
(ii) arbitration proceeding. The Parties are waiving their right arbitrator will have no authority to seek remedies in court, including award punitive or other damages not measured by the right to jury trialprevailing party's actual damages, except as may be required by statute. A party shall not be prevented from seeking temporary injunctive relief before a court of competent jurisdiction in an emergency or other exigent situation, but responsibility for resolution of the Dispute shall be appropriately transferred to the extent such a waiver would violate applicable law.
(iiiarbitrator(s) Pre-arbitration discovery is generally more limited than and potentially different upon appointment in form and scope from court proceedings.
(iv) The arbitration 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.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated accordance with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each partyprovisions hereof.
Appears in 1 contract
Samples: Rental Agreement
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client 13.4.1 The parties desire to finally resolve any and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise all issues and disputes arising out of or relate related to this Agreement or its alleged breach as promptly as practicable. Buyers and the Partners shall first attempt diligently to resolve any such issue or dispute. They may, if they desire, attempt to mediate the dispute and shall, if they choose, do so in accordance with the Commercial Mediation Rules of the Services provided by The Leaders Group under this AgreementAmerican Arbitration Association ("AAA"), either as written or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected as modified by mutual agreement. A written agreement of the parties. Mediation is voluntary once commenced, and either party to undertake mediation may withdraw from the mediation process at its sole discretion be made at any time. The fees of the mediator If arbitration proceedings have been instituted, they shall be borne equally stayed until the mediation process is terminated. Any dispute arising out of or related to this Agreement or its alleged breach that cannot be resolved by mutual agreement (including mutually agreed mediation) shall be resolved exclusively by final and binding arbitration, conducted as expeditiously as possible in the parties.
(c) If City of Houston, Texas, in accordance with the parties are unable to agree on a single mediator or to resolve the issues through mediationprovisions of this Agreement and, to the extent permitted by lawnot inconsistent with such provisions, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless To the extent lawful, the arbitrators, in their discretion, may shorten any time periods or notice periods specified by law, in the interest of timely completing arbitration and issuing their award.
13.4.2 The Partners, as one party, or Buyers, as the other party, may initiate arbitration of a dispute by giving the other party written notice of arbitration, which shall specify with reasonable detail (a) the issue in dispute, (b) the claims asserted and (c) the remedy sought by the party invoking arbitration. The arbitration shall be conducted before a single neutral arbitrator if the parties can are able to agree on a single one arbitrator. If they are unable so to agree and do not agree otherwise, the matter arbitration shall be heard conducted by a panel of three neutral arbitrators. None of the arbitrators shall be affiliated in any way with either of the parties or have any direct or indirect financial interest in the outcome of the arbitration. If the parties fail to reach agreement upon a single arbitrator within 5 business days following receipt by one party of the other party's notice of arbitration, one selected by each the initiating party and shall submit in writing to the third other party the name of a neutral arbitrator selected by the initiating party. Within 5 business days after such name is submitted, the other party shall submit to the initiating party in writing the name of a neutral arbitrator selected by such other party and may submit an answering statement. Within 10 days after appointment of the second arbitrator, the two arbitrators so appointed. Judgment upon any award rendered appointed by the arbitrator(s) parties shall finalselect a third neutral arbitrator; the three arbitrators so selected shall finally resolve the dispute. If the two arbitrators appointed by the parties fail before the end of said 10 day period to agree on a third arbitrator, the Judicial District Court of Xxxxxx County, Houston Division, shall, upon the filing of a petition by any of the parties hereto select the third arbitrator from a list of five individuals obtained by the Court from the Houston office of the American Arbitration Association. If the non-initiating party shall fail to appoint an arbitrator within 10 days after the name of the arbitrator selected by the initiating party is submitted, the arbitrator appointed by the initiating party shall be empowered to proceed to arbitrate and may determine the matter in controversy as the sole arbitrator. All references to "the arbitrators" in the following Sections shall be entered into any court having jurisdiction. In agreeing deemed to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on the Parties.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except refer to the extent such sole arbitrator, if there is only one arbitrator. The arbitrators shall, at the earliest possible date, set dates for a waiver would violate applicable law.
(iii) Prehearing and establish any pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration award is not required to include factual findings hearing conferences or legal reasoning and any Party’s right to appeal or to seek modification of rulings by procedural schedules that the arbitrators is strictly limited.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industrydeem appropriate. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services arbitrators may authorize depositions and issue subpoenas and make other decisions provided for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.in Section 13.4.3
Appears in 1 contract
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employeesThis Agreement contains a pre-dispute arbitration clause, which may arise requires that all claims arising out of transactions or relate to any of the Services provided by The Leaders Group under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and activities affecting Client, whether entered into prior to, on or subsequent to the date hereof, shall ’s account be resolved by negotiation of the through arbitration. The parties acting in good faith.
(b) If the parties are unable to resolve their differences through negotiationacknowledge, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commencedunderstand, and either party may withdraw from agree that: • All parties to this Agreement are giving up the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on the Parties.
(ii) The Parties are waiving their right to seek remedies xxx each other in court, including the right to jury triala trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. • Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. • The ability of the extent such a waiver would violate applicable law.
(iii) Pre-arbitration parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than and potentially different in form and scope from court proceedings.
(iv. • The arbitrators do not have to explain the reason(s) The arbitration for their award is not required unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to include factual findings or legal reasoning and any Party’s right the panel at least 20 days prior to appeal or to seek modification of rulings by the arbitrators is strictly limited.
(v) first scheduled hearing date. • The panel of arbitrators will typically may include a minority of arbitrators who were or are affiliated with the securities industry. • The Parties have executed rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. To the extent permitted by law, all controversies which may arise between Client, any affiliates of Client including but not limited to the Plan, Broker Dealer, Registered Representative or any of their affiliated companies concerning any transaction arising out of or relat- ing to any account maintained by Client, or the construction, performance, or breach of this or any other agreement among the parties whether entered into prior to, on or subsequent to the date hereto, shall be submitted to arbitration conducted under the Code of Arbitra- tion Procedure of the Financial Industry Regulatory Authority (“FINRA”). Arbitration must be commenced by service upon Broker Dealer or Representative of a written demand for arbitration or a written notice of intention to arbitrate. Any arbitration pursuant to this Agreement as shall be governed by the FINRA Code of Arbitration Procedure. The award of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform arbitrators, or of the following Services for the Plan (the “Plan”)majority of them, as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked final, and initialed judgment on the award rendered may be entered in any court of competent jurisdiction. A party’s ability to have a court reverse or modify an arbitration award is very limited. This arbitration provision shall not apply where prohibited by each partyregulation or law. 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; or who is a member of a putative class action 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; or (ii) the class is decertified; or (iii) Client/Plan 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.
Appears in 1 contract
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client 13.4.1 The parties desire to finally resolve any and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise all issues and disputes arising out of or relate related to this Agreement or its alleged breach as promptly as practicable and, in any event, before Newpark's independent accountants issue an audit report on their audit of the Services provided by The Leaders Group under this Agreementfinancial statements containing combined operations of Newpark and the Company for the period ending December 31, 1997. Newpark and the Stockholders shall first attempt diligently to resolve any such issue or dispute. They may, if they desire, attempt to mediate the constructiondispute and shall, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Clientif they choose, whether entered into prior to, on or subsequent to do so in accordance with the date hereof, shall be resolved by negotiation Commercial Mediation Rules of the parties acting in good faith.
American Arbitration Association (b) If the parties are unable to resolve their differences through negotiation"AAA"), the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected either as written or as modified by mutual agreement. A written agreement of the parties. Mediation is voluntary once commenced, and either party to undertake mediation may withdraw from the mediation process at its sole discretion be made at any time. The fees of the mediator If arbitration proceedings have been instituted, they shall be borne equally stayed until the mediation process is terminated. Any dispute arising out of or related to this Agreement or its alleged breach that cannot be resolved by mutual agreement (including mutually agreed mediation) shall be resolved exclusively by final and binding arbitration, conducted as expeditiously as possible in the parties.
(c) If City of Houston, Texas, in accordance with the parties are unable to agree on a single mediator or to resolve the issues through mediationprovisions of this Agreement and, to the extent permitted by lawnot inconsistent with such provisions, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless To the extent lawful, the arbitrators, in their discretion, may shorten any time periods or notice periods specified by law, in the interest of timely completing arbitration and issuing their award.
13.4.2 The Stockholders, as one party, or Newpark may initiate arbitration of a dispute by giving the other party written notice of arbitration, which shall specify with reasonable detail (a) the issue in dispute, (b) the claims asserted and (c) the remedy sought by the party invoking arbitration. The arbitration shall be conducted before a single neutral arbitrator if the parties can are able to agree on a single one arbitrator. If they are unable so to agree and do not agree otherwise, the matter arbitration shall be heard conducted by a panel of three neutral arbitrators. None of the arbitrators shall be affiliated in any way with either of the parties or have any direct or indirect financial interest in the outcome of the arbitration. If the parties fail to reach agreement upon a single arbitrator within 5 business days following receipt by one party of the other party's notice of arbitration, one selected by each the initiating party and shall submit in writing to the third other party the name of a neutral arbitrator selected by the initiating party. Within 5 business days after such name is submitted, the other party shall submit to the initiating party in writing the name of a neutral arbitrator selected by such other party and may submit an answering statement. Within 10 days after appointment of the second arbitrator, the two arbitrators so appointed. Judgment upon any award rendered appointed by the arbitrator(s) parties shall final, and may be entered into any court having jurisdictionselect a third neutral arbitrator; the three arbitrators so selected shall finally resolve the dispute. In agreeing to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on If the Parties.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings two arbitrators appointed by the arbitrators is strictly limited.
(v) The panel parties fail before the end of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services said 10 day period to be performed shall be checked and initialed by each party.agree on a
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Newpark Resources Inc)
Dispute Resolution; Arbitration. (a) All disputesArbitration. To the fullest extent permitted by law, actions and except as otherwise provided in this Agreement, any and all claims or controversies between Client Consultant and The Leaders Group BBCN (or its affiliates, including between Consultant and any of The Leaders Group’s present or former officersofficer, directorsdirector, agents agent, or employeesemployee of BBCN or any parent, which may arise out of subsidiary, or relate other entity affiliated with BBCN) relating in any manner to any this Consultant Agreement or the termination of the Services provided by The Leaders Group under this Agreement, Consulting Agreement or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, Consultant’s consultancy shall be resolved by negotiation final and binding arbitration (“Arbitrable Claims”). Arbitrable Claims shall include, but not be limited to, contract claims, tort claims, statutory claims and regulatory claims based on any federal, state, or local law, statute, or regulation. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all Arbitrable Claims. Except as specifically provided in this agreement, any arbitration proceeding shall be conducted in accordance with the then current JAMS Comprehensive Arbitration Rules and Procedures (the “Arbitration Rules”) to the extent not inconsistent with this Agreement. The Arbitration Rules are available for review at xxxx://xxx.xxxxxxx.xxx/rules-comprehensive-arbitration/. The arbitrator shall have exclusive authority to resolve all Arbitrable Claims, including, but not limited to, whether any particular claim is arbitrable and whether all or any part of this arbitration provision is void or unenforceable. The arbitrator’s authority shall include the authority to rule on a motion to dismiss and/or summary judgment by either party, and the arbitrator shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall prepare a written decision containing the essential findings and conclusions on which any decision or award is based. The arbitrator shall apply the same substantive law, with the same statutes of limitations and same individual remedies, that would apply if the claims were brought in a court of law. The arbitrator shall also have the authority to award costs and fees to the prevailing party as provided by applicable law to the same extent as a court. Otherwise, each party shall pay its own costs and attorney’s fees. The arbitrator shall not have the authority to adjudicate class, collective, or representative claims, to award any class, collective, or other representative relief on behalf of any person other than Consultant, or, without all parties’ consent, to consolidate the claims of two or more individuals, or otherwise preside over any form of a class, collective, or other representative proceeding. Either Consultant or BBCN may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither party shall initiate or prosecute any lawsuit in any way related to any Arbitrable Claim. Nothing in this Agreement, however, precludes a party from filing an administrative charge with an agency that has jurisdiction over a claim that is otherwise arbitrable. Moreover, nothing in this Agreement prohibits either party from seeking provisional relief pursuant to Section 1281.8 of the parties acting California Code of Civil Procedure. All arbitration hearings under this Agreement shall be conducted in good faith.
(b) If the parties are unable to resolve their differences through negotiationLos Angeles, the parties shall engage in non-binding mediationCalifornia, using the services of an impartial, neutral mediator selected unless otherwise agreed by mutual agreement of the parties. Mediation is voluntary once commencedThe parties understand and agree that by entering into this Agreement, they are each waiving the right to a trial by jury. To the fullest extent permitted by law, Consultant and BBCN each waives any right either may have to bring any class, collective, or representative action against the other party, whether in arbitration, in court, or otherwise, or to participate as a member of any class or collective action against the other party may withdraw from the mediation process at its sole discretion at any time(“Waived Claims”). The fees of the mediator This arbitration provision shall be borne equally governed by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediationFederal Arbitration Act and, to the extent permitted by lawsuch Act, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules laws of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel State of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on the PartiesCalifornia.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration 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.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.
Appears in 1 contract
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client and The Leaders Group TLG Advisors or its affiliates, including any of The Leaders GroupTLG Advisors’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group TLG Advisors under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group TLG Advisors or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on the Parties.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration 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.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group TLG Advisors shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group TLG Advisors and the Client. Services to be performed shall be checked and initialed by each party.
Appears in 1 contract
Samples: Retirement Plan Investment Consulting and Advisory Agreement
Dispute Resolution; Arbitration. (a) All disputes4.1 In the event of any dispute, actions claim or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise controversy arising out of or relate related to any of the Services provided by The Leaders Group under this Agreement, or the construction, performance Agreement or breach of this thereof, the Parties shall use commercially reasonable efforts to settle such disputes, claims or any controversies by consulting and negotiating with each other agreement between The Leaders Group in good faith and attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such a resolution within thirty (30) days, the dispute, claim or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, controversy shall be resolved by negotiation of the parties acting in good faith.
(b) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be finally settled by binding arbitration under in accordance with the Commercial Arbitration Rules of the American Arbitration AssociationAssociation (AAA) for expedited arbitrations, unless modified herein. Unless the parties can agree on The arbitration shall be held before a single arbitrator, the matter arbitrator selected in accordance with said rules. The arbitrator shall be heard hear and determine any preliminary issue of law asserted by a panel Party as dispositive to the same extent that a court could hear and determine a motion for summary disposition (such as a motion for summary judgment under United States Rules of three arbitrators, one selected Civil Procedure Rule 56 by each party and a U.S. District Court). A judgment upon the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and arbitrator may be entered into in any court having jurisdiction.
4.2 Neither Party nor the arbitrator may disclose the existence, content, or results of the arbitration without prior written consent of both Parties. In agreeing to binding arbitration, Client There shall be no discovery other than the exchange of information that is aware that:
(i) Arbitration is final and binding on required by the arbitrator from the Parties.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) . The arbitration award is not required to include shall be in writing and shall specify the legal and factual findings or legal reasoning basis for the award. Each Party shall bear its own costs, attorney’s fees and any Party’s right to appeal or to seek modification disbursements, regardless of rulings by the arbitrators is strictly limitedwhich Party prevails.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or 4.3 Disputes that meet the small claims court requirements in the state in which the Bulk Services are affiliated with the securities industryprovided may be resolved in small claims court. The Parties have executed agree that this Section 4 shall not apply to debt collection matters, disputes relating to Intellectual Property, and that Title 15 Chapter 48 of the Code of Laws of South Carolina shall not apply to this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan or to any arbitration or award hereunder.
4.4 Disputes under this Agreement may not be (the “Plan”)a) resolved on a class-wide basis, as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.(b) joined with another lawsuit, or
Appears in 1 contract
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client 13.4.1 The parties desire to finally resolve any and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise all issues and disputes arising out of or relate related to this Agreement or its alleged breach as promptly as practicable and, in any event, before Newpark's independent accountants issue an audit report on their audit of the Services provided by The Leaders Group under this Agreementfinancial statements containing combined operations of Newpark and the Company for the period ending December 31, 1997. Newpark and the Stockholder Parties shall first attempt diligently to resolve any such issue or dispute. They may, if they desire, attempt to mediate the constructiondispute and shall, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Clientif they choose, whether entered into prior to, on or subsequent to do so in accordance with the date hereof, shall be resolved by negotiation Commercial Mediation Rules of the parties acting in good faith.
American Arbitration Association (b) If the parties are unable to resolve their differences through negotiation"AAA"), the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected either as written or as modified by mutual agreement. A written agreement of the parties. Mediation is voluntary once commenced, and either party to undertake mediation may withdraw from the mediation process at its sole discretion be made at any time. The fees of the mediator If arbitration proceedings have been instituted, they shall be borne equally stayed until the mediation process is terminated. Any dispute arising out of or related to this Agreement or its alleged breach that cannot be resolved by mutual agreement (including mutually agreed mediation) shall be resolved exclusively by final and binding arbitration, conducted as expeditiously as possible in the parties.
(c) If City of Houston, Texas, in accordance with the parties are unable to agree on a single mediator or to resolve the issues through mediationprovisions of this Agreement and, to the extent permitted by lawnot inconsistent with such provisions, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless To the extent lawful, the arbitrators, in their discretion, may shorten any time periods or notice periods specified by law, in the interest of timely completing arbitration and issuing their award.
13.4.2 The Stockholder Parties, as one party, or Newpark may initiate arbitration of a dispute by giving the other party written notice of arbitration, which shall specify with reasonable detail (a) the issue in dispute, (b) the claims asserted and (c) the remedy sought by the party invoking arbitration. The arbitration shall be conducted before a single neutral arbitrator if the parties can are able to agree on a single one arbitrator. If they are unable so to agree and do not agree otherwise, the matter arbitration shall be heard conducted by a panel of three neutral arbitrators. None of the arbitrators shall be affiliated in any way with either of the parties or have any direct or indirect financial interest in the outcome of the arbitration. If the parties fail to reach agreement upon a single arbitrator within 10 business days following receipt by one party of the other party's notice of arbitration, one selected by each the initiating party and shall submit in writing to the third other party the name of a neutral arbitrator selected by the initiating party. Within 10 business days after such name is submitted, the other party shall submit to the initiating party in writing the name of a neutral arbitrator selected by such other party and may submit an answering statement. Within 20 days after appointment of the second arbitrator, the two arbitrators so appointed. Judgment upon any award rendered appointed by the arbitrator(s) parties shall finalselect a third neutral arbitrator; the three arbitrators so selected shall finally resolve the dispute. If the two arbitrators appointed by the parties fail before the end of said 20 day period to agree on a third arbitrator, the Judicial District Court of Xxxxxx County, Houston Division shall, upon the filing of a petition by any of the parties hereto select the third arbitrator from a list of five individuals obtained by the Court from the Houston Office of the American Arbitration Association. If the non-initiating party shall fail to appoint an arbitrator within 20 days after the name of the arbitrator selected by the initiating party is submitted, the arbitrator appointed by the initiating party shall be empowered to proceed to arbitrate and may determine the matter in controversy as the sole arbitrator. All references to "the arbitrators" in the following Sections shall be entered into any court having jurisdiction. In agreeing deemed to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on the Parties.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except refer to the extent such sole arbitrator, if there is only one arbitrator. The arbitrators shall, at the earliest possible date, set dates for a waiver would violate applicable law.
(iii) Prehearing and establish any pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration award is not required to include factual findings hearing conferences or legal reasoning and any Party’s right to appeal or to seek modification of rulings by procedural schedules that the arbitrators is strictly limited.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industrydeem appropriate. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services arbitrators may authorize depositions and issue subpoenas and make other decisions provided for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.in Section 13.4.3
Appears in 1 contract
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client Sponsor and The Leaders Group IRON or its affiliates, including any of The Leaders GroupIRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group IRON under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group IRON or an affiliate and ClientSponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) . If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) . If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client Sponsor is aware that:
(ia) Arbitration is final and binding on the Partiesparties.
(iib) The Parties parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iiic) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(ivd) The arbitration 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.
(ve) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of , 20 the date set forth aboveEffective Date. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE Email: SECTION I: COMPANY & PLAN FIDUCIARY ByINFORMATION Company Name: The Leaders Group shall perform Company Address: Plan Type: Name of Responsible Plan Fiduciary (the person(s) authorized to enter into arrangements for service on behalf of the Plan) (“RPF”): Phone: Fax: Email: Is the Company USA-based? □ Yes □ Other: TIN: DBA: Number of Company Locations: State(s) in which there are Company Location(s): Current Designated Investment Alternatives: Description of Business: (i.e. manufacturing, consulting, etc.) Does the Plan have a preexisting relationship with IRON Financial or an affiliate? □ Yes □ No If Yes, please describe: Does the Plan own any IRON Financial affiliated products? □ Yes □ No If Yes, please list: Current Money Market or Cash Equivalent: Assets as of: Projected Annual Cash Flow: Advisor/Broker Name: _ Phone No. _ Email Address TPA Name: Phone No. Email Address _ Plan Trustee Name: Phone No. Email Address Sponsor, in its sole discretion, has identified the following Services Asset Category for the Plan: (Check only one) If Sponsor does not select an Asset Category, the Plan (will be defaulted into the “Plan”), as mutually agreed by The Leaders Group Traditional” Asset Category. Focus Traditional Comprehensive Index – Available on Flexible Advantage and the Client. Services to be performed shall be checked and initialed by each party.Clear Advantage Only Asset Category: Large Growth Index Large Cap Growth Large Cap Growth Large Blend Index Large Cap Growth Large Cap Value Large Cap Value Large Value Index Large Cap Value Mid-Cap Blend Mid-Cap Blend S&P 500 Index Equity Mid-Cap Blend Small Cap Blend Small Cap Blend Mid-Cap Blend Index Small Cap Blend Foreign Large Blend Foreign Large Blend Small- Cap Blend Index Foreign Large Blend Foreign Small/Mid Blend Foreign Small/Mid Blend US Total Stock Market Index Diversified Emerging Markets Diversified Emerging Markets International Equity Index Diversified Emerging Markets Index Fixed Income Ultra-Short Government Bond Intermediate Government Bond Diversified Bond Ultra-Short Government Bond Short-Term Corporate Bond Intermediate Government Bond Diversified Bond Foreign/International Bond Ultra-Short Government Bond Short-Term Corporate Bond Intermediate Government Bond Diversified Bond Foreign/International Bond Inflation-Protected Bond Ultra-Short/Short-Term Bond Index Total Bond Market Index Inflation-Protected Bond Index Alternatives High-Yield Bond Real Estate (REITs) Convertibles High-Yield Bond Index Real Estate (REITs) Index Convertibles Index Moderate Allocation Target Date 2011-2015 Asset Allocation Conservative Allocation Moderate Allocation Aggressive Allocation Conservative Allocation Moderate Allocation Aggressive Allocation Conservative Allocation Moderate Allocation Aggressive Allocation Target Date 2016-2020 Target Date 2021-2025 Target Date 2026-2030 Target Date 2031-2035 Target Date 2036-2040 Target Date 2041-2045 Index Fund S&P 500 Index Total Stock Market Index International Equity Index Total Bond Market Index S&P 500 Index Total Stock Market Index International Equity Index Total Bond Market Index S&P 500 Index Total Stock Market Index International Equity Index Total Bond Market Index
Appears in 1 contract
Samples: Erisa Fiduciary 3(38) Investment Management Agreement
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise Any dispute arising out of or relate to any of the Services provided by The Leaders Group under in connection with this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, Agreement shall be resolved by negotiation of settled, if possible, through good faith negotiations between the parties acting in good faith.
(b) Parties. If the parties Parties are unable to resolve their differences through negotiationsettle such dispute within [***], such dispute arising out of or relating to this Agreement shall be referred to the parties shall engage in non-binding mediation, using Chief Executive Officer of DICERNA or the services of an impartial, neutral mediator selected by mutual agreement authorized designee of the parties. Mediation is voluntary once commenced, and either party may withdraw from Chief Executive Officer of BOEHRINGER (the mediation process at its sole discretion at any time“Executive Officers”). The fees Executive Officers of the mediator both Parties shall meet to attempt to resolve such dispute. Such resolution, if any, of a referred issue shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on the Parties.. All negotiations pursuant to this Section 11.8 are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Executive Officers cannot resolve such dispute within [***] after either Party requests such a meeting in writing, then the Parties agree that all disputes that may not be resolved amicably between the Parties arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) by [***] appointed in accordance with said rules. The exclusive place of arbitration shall be [***] and the proceedings shall be conducted in English language. The award for arbitration shall be final and binding and may be enforced in any court of competent jurisdiction against BOEHRINGER or DICERNA. Notwithstanding the foregoing but without abrogating the agreement of the Parties to binding arbitration, the Parties shall each be entitled either prior to or during arbitration to seek and obtain injunctive or other equitable relief in any court of competent jurisdiction to preserve the status quo (including to enforce the and prevent unauthorized disclosures of Confidential Information or infringement or misappropriation of any Intellectual Property) pending arbitration or to prevent the breach of this Agreement, without the necessity of posting any bond. The Parties further agree that
(iia) The Parties are waiving their right to seek remedies in courtexcept as may be otherwise required by law, including neither Party, its witnesses, or the right to jury trialarbitrators may disclose the existence, except to content, results of the extent such a waiver would violate applicable law.arbitration hereunder without prior written consent of both Parties; and
(iiib) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration award is not neither Party shall be required to include factual findings give general discovery of documents, but may be required only to produce specific, identified documents which are relevant or legal reasoning and any Party’s right to appeal or to seek modification of rulings considered relevant by the arbitrators is strictly limited.to the dispute (subject to Third Party confidentiality obligations); and
(vc) The panel the scope of authority of the arbitrators will typically include should be limited to the strict application of law; and
(d) no arbitrator shall be an employee, director or shareholder of either Party or any of their affiliated companies but each shall have experience in the pharmaceutical industry; and
(e) the chairman shall be a minority lawyer and not be a national of arbitrators who were or are affiliated the country of one of the Parties; and ***Text Omitted and Filed Separately with the securities industrySecurities and Exchange Commission. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.Confidential Treatment Requested Under
Appears in 1 contract
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client 32.1 Any and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise all disputes arising out of or relate to in connection with the execution, interpretation, performance, or nonperformance of this Agreement or any other certificate, agreement, or other instrument between, involving, or affecting the parties (including the validity, scope, and enforceability of this arbitration agreement) shall be solely and finally settled by a single arbitrator in accordance with the Commercial Rules of the Services provided by The Leaders Group under American Arbitration Association (the "Rules"); provided, however, that in the event of conflict between the Rules and the terms of this Agreement, or the construction, performance or breach terms of this or any other agreement between Agreement shall govern. The Leaders Group or an affiliate place of arbitration shall be Stamford, Connecticut, and Client, whether entered into prior to, on or subsequent the law applicable to the date hereof, arbitration procedure shall be resolved the Federal Arbitration Act (9 USC P 2). To commence arbitration of any such dispute, the party desiring arbitration shall notify the other party in writing in accordance with the Rules. In the event that the parties fail to agree on the selection of an arbitrator within fifteen (15) days after the delivery of such notice, the arbitrator shall be selected by negotiation the American Arbitration Association upon the request of either party.
32.2 The Parties agree that the award of the parties acting arbitrator shall (1) be the sole and exclusive remedy between them regarding any claims, counterclaims, or issues presented to the arbitrator; (2) be final and subject to no judicial review; and (3) be made and shall promptly be payable in good faithU.S. dollars free of any tax, deduction, or offset. The Parties further agree that any costs, fees, or taxes incident to enforcing the award shall, to the maximum extent permitted by law, be charged against the Party resisting such enforcement. The Parties hereto agree that judgment on the arbitration award may be entered and enforced in any court having jurisdiction over the Parties or their assets.
(b) If 33.3 Each Party shall, except as otherwise provided herein, be responsible for its own expenses, including legal fees, incurred in the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services course of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any timearbitration proceedings. The fees of the mediator arbitrator shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on divided evenly between the Parties.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than 33.4 CONSULTANT shall carry on and potentially different in form and scope from court proceedings.
(iv) The arbitration 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.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services be paid for the Plan (services not in dispute and maintain the “Plan”)schedule for services during any arbitration or litigation proceedings, as mutually unless otherwise agreed by The Leaders CONSULTANT or CLIENT in writing. Proprietary and Confidential Convergent Group/FGM1074F -14- 15 Citizens Utilities Company Convergent Group and the Client. Corporation Professional Services to be performed shall be checked and initialed by each party.Agreement --------------------------------------------------------------------------------
Appears in 1 contract
Samples: Professional Services Agreement (Convergent Group Corp)
Dispute Resolution; Arbitration. (a) All disputes, actions or controversies between Client Sponsor and The Leaders Group CP or its affiliates, including any of The Leaders GroupIRON’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group IRON under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group IRON or an affiliate and ClientSponsor, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) . If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) . If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall be final, and may be entered into any court having jurisdiction. In agreeing to binding arbitration, Client Sponsor is aware that:
(ia) Arbitration is final and binding on the Partiesparties.
(iib) The Parties parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iiic) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(ivd) The arbitration 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.
(ve) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Plan Sponsor by accepting and acknowledging this Agreement represents that performance of the Agreement is within the scope of the activities authorized by the Plan and applicable laws and that he or she is duly authorized to negotiate, enter into, and renew this Agreement on behalf of the Plan. Each party represents to the others that the person executing this Agreement on its behalf is duly authorized and empowered to execute this Agreement. IRON Fiduciary, an offering by Creative Planning, LLC and the Plan Sponsor hereby agree with the provisions set forth in this Agreement and the verification set forth above. The Parties have executed this Agreement as of , 20 , the date set forth aboveEffective Date. By(Date: ByMonth Day) (YY) Signature: Print Printed Name: Title: Street Address: City: State: Zip: Email: Representative Signature: Printed Name: Xxxxxx Xxxxx, Ph.D., CFA Title: Chief Investment Officer, Fiduciary Services Signature: Printed Name: Title: Company Name: Company Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY ByCompany Phone: The Leaders Group shall perform Company Fax: Company Email: Is the following Services Company USA-based? c Yes c Other: TIN: DBA: Number of Company Locations: State(s) in which there are Company Locations: Current Designated Investment Alternatives: Current Money Market or Cash Equivalent: Plan Type: Name of Responsible Plan Fiduciary (the person(s) authorized to enter into arrangements for service on behalf of the Plan): Description of Business: (i.e. manufacturing, consulting, etc.): Does the Plan (have a preexisting relationship with IRON Financial or an affiliate? c Yes c No If Yes, please describe: Does the “Plan”)Plan own any IRON Financial affiliated products? c Yes c No If Yes, please list: Assets as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each partyof: Projected Annual Cash Flow: PLEASE COMPLETE DATA BELOW – PLAN CANNOT BE SET UP WITH OUT THIS DATA Advisor/Broker Name: Phone No.: Email Address: TPA Name: Phone No.: Email Address: Plan Trustee Name: Phone No.: Email Address:
Appears in 1 contract
Samples: Erisa Fiduciary 3(38) Investment Management Agreement
Dispute Resolution; Arbitration. (a) All disputesIf no agreement regarding a dispute relating to this Agreement can be reached after good faith negotiation between the Parties, actions or controversies between Client and The Leaders Group or its affiliatesthe Parties shall submit such dispute to arbitration pursuant to this Section 11(p), including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise out of or relate to any unless the amount of the Services provided by The Leaders Group under this AgreementDamages is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or the constructionboth parties agree to arbitration. In either such event, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by law, then the matter shall be settled by binding arbitration under conducted by one arbitrator. Purchaser and Seller shall agree on the Commercial arbitrator, provided that, if Purchaser and Seller cannot agree on such arbitrator, either Purchaser or Seller can request that Judicial Arbitration Rules and Mediation Services (JAMS) select the arbitrator. 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 American Arbitration Associationarbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. Unless The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including, without limitation, attorneys’ fees and costs, to the same extent as a court of competent 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 shall be written and shall be in accordance with applicable law and with this Agreement. The decision of the arbitrator as to the validity and amount of any indemnification claim brought hereunder shall be binding and conclusive upon the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointedto this Agreement. Judgment upon any award rendered by the arbitrator(s) shall final, and arbitrator may be entered into in any court having jurisdiction. In agreeing Any such arbitration shall be held in New York City, New York, under the commercial rules of JAMS then in effect. Each Party to binding arbitration, Client is aware that:
an arbitration shall pay its own expenses plus fifty percent (i50%) Arbitration is final and binding on the Parties.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration 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.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform fees of the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group arbitrator and the Client. Services to be performed shall be checked and initialed by each partyof any administrative fee of JAMS.
Appears in 1 contract
Dispute Resolution; Arbitration. (a) All disputesThe parties hereby agree that any and all claims, actions disputes or controversies between Client and The Leaders Group of whatever nature, arising out of, in connection with, or its affiliatesin relation to the interpretation, including any performance, enforcement, breach, termination or validity of The Leaders Group’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent shall be first raised in writing to the date hereof, shall be resolved by negotiation senior executive officers of each of the parties acting for discussion and attempt at resolution in good faith.
faith among such senior executive officers. If within thirty (b30) If days (or such shorter time if emergency or exigent circumstances exist) of first raising the issue to the senior executive officers, the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to agree on reach a single mediator or to resolve the issues through mediation, to the extent permitted by lawmutually agreed resolution, then the matter parties hereby agree that such claims, disputes or controversies shall be settled resolved by a binding arbitration arbitration, to be held in Taipei at the ROC Arbitration Association (“Association”), under the Commercial ROC Arbitration Law and the Arbitration Rules of the American ROC Arbitration AssociationAssociation . Unless Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties can involved in the dispute and advanced by them from time to time as required. The arbitrator shall render its final award within six (6) months, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with such arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. To the extent not amended or overturned by appeal to a court of competent jurisdiction pursuant to the Arbitration Law of Taiwan, the decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. The parties agree on a single that the arbitration proceedings and decisions shall be kept confidential and that any information or documents, including any pleadings or submissions exchanged or produced in such arbitration (including, but not limited to briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitrator, the matter Association, the parties, their counsel and any Person necessary to conduct the arbitration, except as may be required in recognition and enforcement proceedings or otherwise permitted under Section 9.1 of Framework Agreement. The parties hereby irrevocably waive, to the fullest extent permitted by Applicable Law, any objection which they may now or hereafter have to the laying of venue of any action brought for enforcement of such arbitration clause or any award resulting from arbitration pursuant to this Section 12.12 or any defense of inconvenient forum for the maintenance of any such action. Each of the parties hereto agrees that an arbitration award in any such action may be enforced in other jurisdictions by suit on the arbitration award or in any other manner provided by Applicable Law. The parties agree that the arbitration proceeding described in this Section 12.12 is the sole and exclusive manner in which the parties may resolve disputes arising out of or in connection with this Agreement; provided that the parties expressly agree that nothing in this Agreement shall prevent the parties from applying to a court having jurisdiction over any of the parties to this Agreement for the limited purpose of obtaining temporary and provisional or injunctive relief necessary solely to preserve the status quo or otherwise to prevent irreparable harm to a party pending the outcome of arbitration. The parties agree that all arbitration proceeding described in this Section 12.12 shall be heard by a panel conducted in English with English speaking lawyer(s) and arbitrator(s), and that the number of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) required at such proceeding shall finalbe: (a) one (1) arbitrator in the event that the disputed amount is less than NT$100,000,000, and may be entered into any court having jurisdiction. In agreeing or (b) three (3) arbitrators in the event that the disputed amount is equal to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on the Partiesor greater than NT$100,000,000.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration 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.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.
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Dispute Resolution; Arbitration. (a) All disputes, actions The parties will use good faith efforts to resolve any controversy or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise claim arising out of or relate relating to this Agreement or the breach thereof, first in accordance with the Company’s internal review procedures, except that this requirement will not apply to any claim or dispute under or relating to Section 10 of the Services provided by The Leaders Group under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation of the parties acting in good faith.
(b) If If, despite their good faith efforts, the parties are unable to resolve their differences such controversy or claim through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, to the extent permitted by lawCompany’s internal review procedures, then such controversy or claim will be resolved by arbitration in Manhattan, New York, in accordance with the matter shall be settled by binding arbitration under the Commercial Arbitration Rules rules then applicable of the American Arbitration Association. Unless Association (the parties can agree on a single arbitrator“AAA”) (provided that the Company will pay the filing fee and all AAA hearing fees, arbitrator expenses, and administrative and other fees of the matter shall be heard by a panel of three arbitratorsAAA associated with any such arbitration), one selected by each party and judgment upon the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and may be entered into in any court having jurisdiction thereof. For the avoidance of doubt, the Company’s agreement to pay AAA fees and arbitrator expenses as set forth in the foregoing sentence does not mean that the Company shall pay Executive’s legal fees or any expert or other fees or expenses incurred by Executive in conjunction with any arbitration proceeding, as Executive and the Company shall be solely responsible for the payment of their own legal fees and other expenses other than the expenses of the AAA that the Company has agreed to pay pursuant to the foregoing sentence. Any arbitration conducted under this Section 14 shall be private, and shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. All disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. In agreeing This Section 14 is subject to binding arbitrationthe Federal Arbitration Act.
(c) Notwithstanding the other terms of this Section 14, Client is aware that:either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions of Section 14; provided, however, that the remainder of any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 14.
(d) By entering into this Agreement and entering into the arbitration provisions of this Section 14, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL.
(e) Nothing in this Section 14 shall prohibit a party to this Agreement from (i) Arbitration instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is final and binding on the Partiesnot a party to this Agreement. Further, nothing in this Section 14 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.
(iif) The Parties are waiving their right to seek remedies Further, notwithstanding anything in courtthis Section 14, including the right to jury trial, except to the extent that any dispute, controversy or claim between Executive and the Company arises out of or relates to any equity-based incentive awards referenced in Section 8 above, such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration award is not required to include factual findings dispute, controversy or legal reasoning and any Party’s right to appeal or to seek modification of rulings claim shall be governed by the arbitrators is strictly limited.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date dispute resolution provisions set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform in the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each partyapplicable equity-based incentive award documentation.
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Dispute Resolution; Arbitration. In the event of a dispute between the parties hereto, such parties agree to submit the matter to binding arbitration to be conducted under the auspices of the American Arbitration Association (hereinafter referred to as "AAA").
(a) All disputes, actions or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise out of or relate to any of the Services provided by The Leaders Group under this Agreement, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, dispute shall be resolved by negotiation in accordance with the Commercial Arbitration Rules in effect for AAA, which form of rules pertaining on the date of the parties acting in good faithdemand for arbitration shall apply and govern the arbitration proceeding.
(b) If the parties are unable to resolve their differences through negotiation, the parties shall engage in non-binding mediation, using the services of an impartial, neutral mediator selected by mutual agreement of the parties. Mediation is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any time. The fees of the mediator arbitration shall be borne equally held in the State of Delaware, at such place as shall be designated by the partiesarbitrator. Delaware law, both substantive and procedural, shall govern the proceedings.
(c) All procedural rules for arbitration shall be strictly followed in resolving disputes under this Agreement, whether by the arbitrator, or by a court of competent jurisdiction in enforcing such provisions.
(d) The dispute shall be resolved by a single arbitrator. The arbitrator shall be a member of the Delaware State Bar, actively engaged in the practice of law for at least ten (10) years, with expertise in the process of deciding disputes and/or interpreting contracts (in the particular field of law involving the subject controversy). If the parties are unable to cannot agree on a single mediator or to resolve the issues through mediationan arbitrator after having been presented with three (3) lists of potential candidates by AAA, AAA shall select an arbitrator from among its commercial arbitration panel members who are retired Delaware judges.
(e) The parties may resort to the extent permitted by lawcourts for injunctive relief pending arbitration, then the matter without thereby waiving arbitration.
(f) The arbitration shall be settled by binding arbitration under conducted in the Commercial Arbitration Rules English language in Delaware, according to the rules of evidence contained in Delaware law.
(g) In rendering the award, the arbitrator shall determine the rights and obligations of the American Arbitration Association. Unless parties according to the parties can agree on substantive and procedural laws of Delaware, as though the arbitrator was a single arbitrator, the matter shall court of competent jurisdiction in Delaware.
(h) The award must be heard accompanied by a panel written statement of three arbitrators, one selected by each party decision. The award will be final and binding in the third selected by the two arbitrators so appointedabsence of manifest mistake or fraud. Judgment upon any on the award rendered by the arbitrator(s) shall final, and may be entered into in any court having of competent jurisdiction. In agreeing to binding arbitration, Client is aware that:,
(i) Arbitration is final 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, an examination by deposition of parties and binding on the Partiesthird-party witnesses.
(iij) The Parties are waiving their right Any prevailing party is entitled to seek remedies recover costs (and expenses) which shall include reasonable attorney's fees as well as the fees and expenses of the arbitrators and the administrative fees of AAA. A "prevailing party" shall be a party in court, including whose favor any portion of the right award is rendered and that is determined by the arbitrator to jury trial, except to be the extent such a waiver would violate applicable lawprevailing party.
(iiik) Pre-The arbitrator shall have the authority to employ the law and motion process and to award any remedy or relief that a court of the State of Delaware could order or grant, including, without limitation, rescission, specific performance of any obligation created under the agreement, the awarding of punitive damages, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration discovery is generally more limited than and potentially different in form and scope from court proceedingsor judicial process.
(iv1) The issue of fraud in the inducement of a contract containing an arbitration award is not required to include factual findings or legal reasoning and any Party’s right to appeal or to seek modification of rulings clause, such as this contract, may be decided by the arbitrators arbitrator and not by the court, unless it is strictly limitedalleged that fraud permeated the entire contract.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.
Appears in 1 contract
Samples: Investor's Rights Agreement (Arnold Palmer Golf Co)
Dispute Resolution; Arbitration. (a) All disputesIn the event of any dispute, actions claim or controversies between Client and The Leaders Group or its affiliates, including any of The Leaders Group’s present or former officers, directors, agents or employees, which may arise controversy arising out of or relate relating to any this Agreement (a “Dispute”), the parties shall first attempt to resolve the Dispute, without formal proceedings, through direct communications between eCollege’s President or other designated representative and Customer’s President or other designated representative. Should a Dispute arise, the parties shall provide notice in the form of a written description of the Services provided by The Leaders Group under this Agreementbasis for the dispute and the remedy sought. If, or the construction, performance or breach of this or any other agreement between The Leaders Group or an affiliate and Client, whether entered into prior to, on or subsequent to the date hereof, shall be resolved by negotiation within thirty (30) days after delivery of the parties acting in good faith.
(b) If notice, the parties are unable to resolve their differences through negotiationthe Dispute, then either party may submit the Dispute to binding arbitration to be conducted in Colorado Springs, Colorado, USA before one arbitrator and administered by Judicial Arbiter Group, Inc. (“JAG”). The arbitration shall be conducted pursuant to the American Arbitration Association’s Commercial Arbitration Rules then in effect except to the extent those Rules conflict with any provision of this Section. If, within thirty (30) days after submission of any Dispute to arbitration, the parties cannot mutually agree on one JAG arbitrator, then the parties shall engage arrange for JAG to designate a single arbitrator according to the process set forth in non-binding mediation, using the services American Arbitration Association’s Commercial Arbitration Rules. The Page 8 of 19 – Master Services and License Agreement 090915 [***] Confidential portions of this document have been redacted and filed separately with the Commission. parties agree to permit reasonable discovery proceedings as determined by the arbitrator. The parties agree that the arbitrator shall have no jurisdiction to consider evidence with respect to or render an impartial, neutral mediator selected by mutual agreement award or judgment for punitive damages (or any other amount awarded for the purpose of imposing a penalty). The arbitrator shall award all costs of the partiesarbitration, including arbitrator’s fees, arbitration filing fees, costs of depositions and reasonable attorney fees to the prevailing party; provided, however, that the arbitrator’s award for the costs of the arbitration shall not exceed the actual amount paid by the prevailing party. Mediation All payments required by the decision of the arbitrator shall be made within thirty (30) days after the award of arbitration is voluntary once commenced, and either party may withdraw from the mediation process at its sole discretion at any timerendered. The fees of the mediator parties agree that all facts and other information relating to any arbitration arising under this Agreement shall be borne equally by the parties.
(c) If the parties are unable to agree on a single mediator or to resolve the issues through mediation, kept confidential to the fullest extent permitted by law, then the matter shall be settled by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Unless the parties can agree on a single arbitrator, the matter shall be heard by a panel of three arbitrators, one selected by each party and the third selected by the two arbitrators so appointed. Judgment upon any award rendered by the arbitrator(s) shall final, and arbitrator may be entered into in any court Court having jurisdiction. In agreeing to binding arbitration, Client is aware that:
(i) Arbitration is final and binding on the Parties.
(ii) The Parties are waiving their right to seek remedies in court, including the right to jury trial, except to the extent such a waiver would violate applicable law.
(iii) Pre-arbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.
(iv) The arbitration 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.
(v) The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The Parties have executed this Agreement as of the date set forth above. By: By: Print Name: Title: Title: Address: ACCEPTED BY THE RESPONSIBLE PLAN FIDUCIARY By: The Leaders Group shall perform the following Services for the Plan (the “Plan”), as mutually agreed by The Leaders Group and the Client. Services to be performed shall be checked and initialed by each party.
Appears in 1 contract
Samples: Master Services and License Agreement (Bridgepoint Education Inc)
