Common use of Dispute Resolution; Consent to Jurisdiction Clause in Contracts

Dispute Resolution; Consent to Jurisdiction. (a) Except as provided below, any dispute arising out of or relating to this Agreement or the breach, termination or validity hereof shall be finally settled by arbitration conducted expeditiously in accordance with the Center for Public Resources Rules for Nonadministered Arbitration of Business Disputes (the "CPR Rules"). The Center for Public Resources shall appoint a neutral advisor from its National CPR Panel. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. ss.ss.1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. Such arbitration shall take place in: (A) Boston, Massachusetts, if one or more Stockholders shall have made a claim against Buyer under or with respect to this Agreement or (B) Chicago, Illinois, if Buyer shall have made a claim against one or more Stockholders under or with respect to this Agreement. Regardless of the location of such arbitration, the prevailing party shall be entitled to enforce any award or decision of such proceeding in either Chicago, Illinois or Boston, Massachusetts, in its sole discretion. (b) Any such arbitration shall be conducted in accordance with the following: (i) The arbitrator shall be authorized, but not required, award to the prevailing party the costs of arbitration, including the reasonable fees and expenses of attorneys and accountants. (ii) The arbitrator shall not be authorized or empowered to award damages in excess of compensatory damages. (iii) The arbitrator shall enforce the following agreed upon procedures: (A) mandatory exchange of all relevant documents to be accomplished within 30 days of the initiation of the arbitration procedure; (B) hearings before the arbitrator shall be limited to a summary presentation by each party not to exceed three hours for each party; (C) all hearings shall have concluded not more than 60 days after the initiation of the arbitration procedure; and (D) the arbitrator's decision shall be rendered not more than 10 days after the conclusion of such hearings. (c) Notwithstanding anything to the contrary contained herein, the provisions of this Section 11.9 shall not apply with regard to (i) any equitable remedies to which any party may be entitled hereunder or (ii) any dispute arising out of any failure by Buyer to pay when due any amount payable under the Notes or the Replacement Notes except to the extent that Buyer notifies the Stockholders that Buyer is exercising the Setoff Right. (d) Each of the parties hereto (i) hereby irrevocably submits to the jurisdiction of any state or federal court sitting in Boston, Massachusetts or Chicago, Illinois for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given. Each of the parties hereto agrees that its submission to jurisdiction and its consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction; PROVIDED, HOWEVER, that any party hereto may at its option bring suit, or institute other judicial proceedings, in any state or federal court of the United States or of any country or place where the other parties or their assets, may be found.

Dispute Resolution; Consent to Jurisdiction. (a) Except as provided below, any dispute arising out of or relating to this Agreement or the breach, termination or validity hereof shall be finally settled by arbitration conducted expeditiously in accordance with the Center for Public Resources Rules for Nonadministered Arbitration of Business Disputes (the "CPR Rules"). The Center for Public Resources shall appoint a neutral advisor from its National CPR Panel. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. ss.ss.1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. Such arbitration shall take place in: (A) Boston, Massachusetts, if one or more Stockholders shall have made a claim against Buyer under or with respect to this Agreement or (B) Chicago, Illinois, if Buyer shall have made a claim against one or more Stockholders under or with respect to this Agreement. Regardless of the location of such arbitration, the prevailing party shall be entitled to enforce any award or decision of such proceeding in either Chicago, Illinois or Boston, Massachusetts, in its sole discretion. (b) Any such arbitration shall be conducted in accordance with the following: (i) The arbitrator shall be authorized, but not required, award to the prevailing party the costs of arbitration, including the reasonable fees and expenses of attorneys and accountants. (ii) The arbitrator shall not be authorized or empowered to award damages in excess of compensatory damages. (iii) The arbitrator shall enforce the following agreed upon procedures: (A) mandatory exchange of all relevant documents to be accomplished within 30 days of the initiation of the arbitration procedure; (B) hearings before the arbitrator shall be limited to a summary presentation by each party not to exceed three hours for each party; (C) all hearings shall have concluded not more than 60 days after the initiation of the arbitration procedure; and (D) the arbitrator's decision shall be rendered not more than 10 days after the conclusion of such hearings. (c) Notwithstanding anything to the contrary contained herein, the provisions of this Section 11.9 shall not apply with regard to (i) any equitable remedies to which any party may be entitled hereunder or (ii) any dispute arising out of any failure by Buyer to pay when due any amount payable under the Notes or the Replacement Notes except to the extent that Buyer notifies the Stockholders that Buyer is exercising the Setoff Right. (d) Each of the parties hereto (i) hereby irrevocably submits to the jurisdiction of any state or federal court sitting in Boston, Massachusetts or Chicago, Illinois for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given. Each of the parties hereto agrees that its submission to jurisdiction and its consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction; PROVIDEDprovided, HOWEVERhowever, that any party hereto may at its option bring suit, or institute other judicial proceedings, in any state or federal court of the United States or of any country or place where the other parties or their assets, may be found.

Dispute Resolution; Consent to Jurisdiction. (a) Except as provided below, any dispute arising out of or relating to this Agreement or the breach, termination or validity hereof shall be finally settled by arbitration conducted expeditiously in accordance with the Center for Public Resources Rules for Nonadministered Arbitration of Business Disputes (the "CPR Rules"). The Center for Public Resources shall appoint a neutral advisor from its National CPR Panel. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. ss.ss.1Sections 1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. Such arbitration shall take place in: (A) Boston, Massachusetts, if one or more Stockholders shall have made a claim against Buyer under or with respect to this Agreement or (B) Chicago, Illinois, if Buyer shall have made a claim against one or more Stockholders under or with respect to this Agreement. Regardless of the location of such arbitration, the prevailing party shall be entitled to enforce any award or decision of such proceeding in either Chicago, Illinois or Boston, Massachusetts, in its sole discretion. (b) Any such arbitration shall be conducted in accordance with the following: (i) The arbitrator shall be authorized, but not required, to award to the prevailing party the costs of arbitration, including the reasonable fees and expenses of attorneys and accountants. (ii) The arbitrator shall not be authorized or empowered to award damages in excess of compensatory damages. (iii) The arbitrator shall enforce the following agreed upon procedures: (A) mandatory exchange of all relevant documents to be accomplished within 30 days of the initiation of the arbitration procedure; (B) hearings before the arbitrator shall be limited to a summary presentation by each party not to exceed three hours for each party; (C) all hearings shall have concluded not more than 60 days after the initiation of the arbitration procedure; and (D) the arbitrator's decision shall be rendered not more than 10 days after the conclusion of such hearings. (c) Notwithstanding anything to the contrary contained herein, the provisions of this Section 11.9 shall not apply with regard to (i) any equitable remedies to which any party may be entitled hereunder or (ii) any dispute arising out of any failure by Buyer to pay when due any amount payable under the Notes or the Replacement Notes except to the extent that Buyer notifies the Stockholders that Buyer is exercising the Setoff Righthereunder. (d) Each of the parties hereto (i) hereby irrevocably submits to the jurisdiction of any state or federal court sitting in Boston, Massachusetts or Chicago, Illinois for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given. Each of the parties hereto agrees that its submission to jurisdiction and its consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction; PROVIDED, HOWEVER, that any party hereto may at its option bring suit, or institute other judicial proceedings, in any state or federal court of the United States or of any country or place where the other parties or their assets, may be found.is

Dispute Resolution; Consent to Jurisdiction. (a) Except as provided below, any dispute arising out of or relating to this Agreement or the breach, termination or validity hereof shall be finally settled by arbitration conducted expeditiously in accordance with the Center for Public Resources Rules for Nonadministered Arbitration of Business Disputes (the "CPR Rules"). The Center for Public Resources shall appoint a neutral advisor from its National CPR Panel. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. ss.ss.1(S)(S)1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. Such arbitration shall take place in: (A) Boston, Massachusetts, if one or more Stockholders shall have made a claim against Buyer under or with respect to this Agreement or (B) Chicago, Illinois, if Buyer shall have made a claim against one or more Stockholders under or with respect to this Agreement. Regardless of the location of such arbitration, the prevailing party shall be entitled to enforce any award or decision of such proceeding in either Chicago, Illinois or Boston, Massachusetts, in its sole discretion. (b) Any such arbitration shall be conducted in accordance with the following: (i) The arbitrator shall be authorized, but not required, to award to the prevailing party the costs of arbitration, including the reasonable fees and expenses of attorneys and accountants. (ii) The arbitrator shall not be authorized or empowered to award damages in excess of compensatory damages. (iii) The arbitrator shall enforce the following agreed upon procedures: (A) mandatory exchange of all relevant documents to be accomplished within 30 days of the initiation of the arbitration procedure; (B) hearings before the arbitrator shall be limited to a summary presentation by each party not to exceed three hours for each party; (C) all hearings shall have concluded not more than 60 days after the initiation of the arbitration procedure; and (D) the arbitrator's decision shall be rendered not more than 10 days after the conclusion of such hearings. (c) Notwithstanding anything to the contrary contained herein, the provisions of this Section 11.9 11.10 shall not apply with regard to (i) any equitable remedies to which any party may be entitled hereunder or (ii) any dispute arising out of any failure by Buyer to pay when due any amount payable under the Notes or the Replacement Notes except to the extent that Buyer notifies the Stockholders that Buyer is exercising the Setoff Righthereunder. (d) Each of the parties hereto (i) hereby irrevocably submits to the jurisdiction of the any state or federal court sitting in BostonSt. Louis, Massachusetts or Chicago, Illinois Missouri for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given. Each of the parties hereto agrees that its submission to jurisdiction and its consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction; PROVIDEDprovided, HOWEVERhowever, that any party hereto may at its option bring -------- ------- suit, or institute other judicial proceedings, in any state or federal court of the United States or of any country or place where the other parties or their assets, may be found.

Dispute Resolution; Consent to Jurisdiction. (a) Except as provided below, any dispute arising out of or relating to this Agreement or the breach, termination or validity hereof shall be finally settled by arbitration conducted expeditiously in accordance with the Center for Public Resources Rules for Nonadministered Arbitration of Business Disputes (the "CPR Rules"). The Center for Public Resources shall appoint a neutral advisor from its National CPR Panel. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. ss.ss.1Sections 1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. Such arbitration shall take place in: (A) Boston, Massachusetts, if one or more Stockholders shall have made a claim against Buyer under or with respect to this Agreement or (B) Chicago, Illinois, if Buyer shall have made a claim against one or more Stockholders under or with respect to this Agreement. Regardless of the location of such arbitration, the prevailing party shall be entitled to enforce any award or decision of such proceeding in either Chicago, Illinois or Boston, Massachusetts, in its sole discretion. (b) Any such arbitration shall be conducted in accordance with the following: (i) The arbitrator shall be authorized, but not required, award to the prevailing party the costs of arbitration, including the reasonable fees and expenses of attorneys and accountants. (ii) The arbitrator shall not be authorized or empowered to award damages in excess of compensatory damages. (iii) The arbitrator shall enforce the following agreed upon procedures: (A) mandatory exchange of all relevant documents to be accomplished within 30 days of the initiation of the arbitration procedure; (B) hearings before the arbitrator shall be limited to a summary presentation by each party not to exceed three six hours for each party; (C) all hearings shall have concluded not more than 60 days after the initiation of the arbitration procedure; and (D) the arbitrator's decision shall be rendered not more than 10 days after the conclusion of such hearings. (c) Notwithstanding anything to the contrary contained herein, the provisions of this Section 11.9 7.9 shall not apply with regard to (i) any equitable remedies to which any party may be entitled hereunder or (ii) any dispute arising out of any failure by Buyer to pay when due any amount payable under the Notes or the Replacement Notes except to the extent that Buyer notifies the Stockholders that Buyer is exercising the Setoff Righthereunder. (d) Each of the parties hereto (i) hereby irrevocably submits to the jurisdiction of the any state or federal court sitting in Boston, Massachusetts or Chicago, Illinois for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given. Each of the parties hereto agrees that its submission to jurisdiction and its consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction; PROVIDEDprovided, HOWEVERhowever, that any party hereto may at its option bring suit, or institute other judicial proceedings, in any state or federal court of the United States or of any country or place where the other parties or their assets, may be found.