Dispute Resolution; Consent to Jurisdiction; Waiver of Jury Trial. (i) If any dispute, controversy or claim arises between the parties hereto with respect to whether any such party is in breach or default of its respective obligations hereunder, then the dispute shall be settled by binding arbitration in San Diego County, California or at such other location as may be mutually agreed by the parties involved in such dispute. Such arbitration shall be administered by the American Arbitration Association (“AAA”) and shall be conducted in accordance with the Commercial Arbitration Rules (the “Rules”) of AAA then in effect, or such other arbitral body as the parties may jointly select.
Dispute Resolution; Consent to Jurisdiction; Waiver of Jury Trial. (a) Except for the resolution of disputes regarding calculation of the Fab Asset Value and Intel Improvement Value pursuant to Section 10.2(c) or claims for misappropriation of trade secrets or breach of confidentiality obligations if the requested relief includes injunctive or other non-monetary relief, any dispute or matter in question between or among the Parties arising out of or related to this Agreement or the breach, termination or validity thereof (a “Dispute”) shall be resolved pursuant to the procedures set forth in this Section 16.3. Any Party shall provide a Dispute Notice to the other Party (or Parties, as applicable) involved in such Dispute. Each Party consents and agrees that, in order to avoid inconsistent interpretations and adjudications of this Agreement and the Main Project Agreements, either Party may, to the extent permitted by Law and without objection from the other Party, whether by means of joinder, consolidation or otherwise, raise two (2) or more Disputes under this Agreement or the Main Project Agreements in the same Dispute resolution proceeding. For the avoidance of doubt, the Parties do not intend by this Section 16.3 to expand the scope of arbitrable Disputes pursuant to Section 8.3.5 of the Risk of Loss Agreement concerning Expert Matters Arbitration (as defined in the Risk of Loss Agreement). The Parties shall use all reasonable efforts to settle the Dispute through negotiation between authorized members of each Party’s senior management, to be held within ten (10) Business Days after the receiving Party’s (or Parties’, as applicable) receipt of the Dispute Notice, at a mutually agreed time and place. If the matter is not resolved within twenty (20) Business Days after the receiving Party’s (or Parties’, as applicable) receipt of the Dispute Notice, then any Party involved in such Dispute may exercise any rights and remedies that may be available at law or in equity, unless expressly prohibited or otherwise restricted by any other provision of this Agreement. Notwithstanding the existence of any Dispute, the Parties shall continue to perform their respective obligations under this Agreement unless the Parties otherwise mutually agree in writing.
Dispute Resolution; Consent to Jurisdiction; Waiver of Jury Trial. ANY CONTROVERSY, CLAIM, OR DISPUTE BETWEEN THE PARTIES THAT ARISES OUT OF OR RELATES TO THIS AGREEMENT, INCLUDING ANY CLAIM OR CONTROVERSY RELATING TO THE INTERPRETATION, BREACH, TERMINATION, OR INVALIDITY OF ANY PROVISION HEREOF, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE BOROUGH OF MANHATTAN IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT EACH PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, THE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY LEGAL ACTION OR PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL TO THE ADDRESS DETERMINED UNDER SECTION 5.7 HEREOF. NOTHING HEREIN WILL AFFECT THE RIGHT OF EITHER PARTY TO BRING PROCEEDINGS AGAINST THE OTHER PARTY IN THE COURTS OF ANY OTHER JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH THIS AGREEMENT. UGC HEREBY AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF NEW YORK MAY BE MADE UPON CT CORPORATION SYSTEM, PRESENTLY LOCATED AT 000 XXXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XXX XXXX 00000, U.S.A. (THE “UGC PROCESS AGENT”), AND UGC HEREBY CONFIRMS AND AGREES THAT THE UGC PROCESS AGENT HAS BEEN DULY APPOINTED AS ITS AGENT AND TRUE AND LAWFUL ATTORNEY-IN-FACT IN ITS NAME, PLACE AND STEAD TO ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESS AND SUMMONSES. CCC HEREBY AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF NEW YORK MAY BE MADE UPON CT CORPORATION SYSTEM, PRESENTLY LOCATED AT 000 XXXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XXX XXXX 00000, U.S.A. (THE “CCC PROCESS AGENT”), AND CCC HEREBY CONFIRMS AND AGREES THAT WITHIN TEN BUSINESS DAYS AFTER THE DATE HEREOF THE CCC PROCESS AGENT WILL BE DULY APPOINTED AS ITS AGENT AND TRUE AND LAWFUL ATTORNEY-IN-FACT IN ITS NAME, PLACE AND STEAD TO ACCEPT SUCH SER...
Dispute Resolution; Consent to Jurisdiction; Waiver of Jury Trial. Each Obligor and Affiliate Guarantor (if any) acknowledges and agrees that (i) any suit or action by any Obligor or Affiliate Guarantor with respect to disputes arising under this Guaranty and Commitment shall be resolved through the dispute resolution procedures set forth in Section 21.23 (Arbitration Procedures) of the License Agreement (the “Arbitration Procedures”), which Arbitration Procedures are hereby incorporated into this Guaranty and Commitment as if set forth in full herein with the exception that references to “Licensee” therein shall be deemed to be references to the Obligors and any Affiliate Guarantors and references to the “Agreement” shall be deemed to be references to this Guaranty and Commitment for purposes of this Guaranty and Commitment, and (ii) in any suit or action to protect and/or enforce TDSF’s and/or Licensee’s rights under this Guaranty and Commitment or any other suit or action by TDSF with respect to disputes arising under this Guaranty and Commitment, TDSF shall be entitled, in its sole discretion, to seek recourse and remedy through either the Arbitration Procedures or a legal proceeding submitted for trial before the Superior Court in and for the County of Los Angeles, State of California, or the United States District Court for the Central District of California, or if neither such court shall have jurisdiction, then before any other court sitting in Los Angeles County, California, having subject matter jurisdiction. Each Obligor and Affiliate Guarantor (if any) consents to the exclusive jurisdiction of such courts and to service of process outside of the State of California pursuant to the requirement of any such court in any matter subject to it and each Obligor and Affiliate Guarantor (if any) hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit was brought in an inconvenient court. EACH OBLIGOR AND AFFILIATE GUARANTOR (IF ANY) HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS GUARANTY AND COMMITMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY OF SUCH RIGHTS OR OBLIGATIONS.
Dispute Resolution; Consent to Jurisdiction; Waiver of Jury Trial. (i) In the event of any dispute or disagreement between or among any of the parties hereto following the Closing as to the interpretation of any provision of this Agreement or the performance of any obligations hereunder, including, but not limited to, any Indemnification Claim that is the subject of a Notice of Indemnification Dispute, such applicable parties shall promptly meet in a good faith effort to resolve the dispute or disagreement. If such applicable parties do not resolve such dispute or disagreement within thirty (30) calendar days, each such applicable party shall be free to exercise the remedies available to it specifically provided by this Agreement.
