Dispute Resolution; Jurisdiction. (a) Except as provided in Section 1.7(d), the parties hereby agree that, in order to obtain prompt and expeditious resolution of any disputes under this Agreement, each claim, dispute or controversy solely seeking money damages in an amount not exceeding $20,000,000, and arising out of a claim for indemnification under Article VIII or arising out of, in connection with, or in relation to, the interpretation, performance or breach of this Agreement, or the transactions contemplated hereby, including any claim based on contract, tort or statute, or the arbitrability of any claim hereunder (an “Arbitrable Claim”), shall be settled by final and binding arbitration conducted by arbitration under the Delaware Rapid Arbitration Act (the “DRAA”) and the Delaware Rapid Arbitration Rules. This provision to arbitrate shall be governed by Delaware law, as it may exist at the time of the demand for arbitration, without reference to the law chosen by any other provision of this Agreement. The place of the arbitration shall be Wilmington, Delaware. The parties agree that the arbitrator shall be one of those persons who has served as a trial judge in the State of Delaware. All such Arbitrable Claims shall be settled by one (1) arbitrator (the “Neutral Arbitrator”) which shall be selected by the mutual agreement of Parent and the Stockholder Representative. If Parent and the Stockholder Representative are unable to agree upon the identity of the Neutral Arbitrator within thirty (30) days of the commencement of the Arbitrable Claim, the parties shall file a petition with the Court of Chancery pursuant to Section 5805 of the DRAA seeking the appointment of a Neutral Arbitrator. In either event, such arbitrator may not have any preexisting, direct or indirect relationship with any party to the dispute. Each party hereto expressly consents to, and waives any future objection to, such forum and arbitration rules. The arbitrator is authorized to issue subpoenas and award commissions to permit depositions to be taken. Except as required by applicable Laws (including, without limitation, the laws, rules and regulations of the SEC and The NASDAQ Stock Market), neither party, nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior Written consent of all parties (except that Company and the Stockholder Representative may disclose the existence, content or results of any such arbitration to the Company Holders). Adherence to ...
Dispute Resolution; Jurisdiction. (a) CD&R Investor and Deere Investor shall first endeavor to resolve any and all disputes, controversies or claims arising out of or in connection with this Agreement or the alleged breach, termination or validity thereof (each, a “Dispute”) through good faith negotiations for a period of up to twenty (20) Business Days. If the CD&R Investor and the Deere Investor fail to resolve such Dispute during such period, then the matter shall be submitted to Xxxx X. Xxxxxxxx of Deere Investor and Xxxxxxx X. Xxxxxxxx a designee of CD&R Investor. Such persons shall meet within ten (10) Business Days after the Dispute is submitted to them and shall attempt in good faith to resolve the Dispute as soon as reasonably practicable. If such persons are unable to resolve the Dispute within thirty (30) Business Days of meeting, then either party may seek resolution of the Dispute through litigation in accordance with Section 4.14(b) or Section 4.16.
(b) Each of the parties hereto irrevocably agrees that any legal action or proceeding in connection with or with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware and any direct appellate court therefrom). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action in connection with or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding in connection with or with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Se...
Dispute Resolution; Jurisdiction. 24.1 Any disputes under this Agreement shall be submitted initially by either Party for resolution by senior executive officers of each Party having authority to make decisions in such matters (“Executives”). The Executives shall meet and discuss such matter within ** after a Party proposes that such Executives meet to discuss the dispute. In the event the Executives of each Party are unable to resolve the dispute within ** after receiving notice of the dispute (or such longer period as the Parties may mutually agree upon), then such dispute shall be submitted upon the initiative of either Party after expiration of the ** Executive discussion period for resolution as set forth in Section 24.2.
24.2 Except as expressly provided in Section 24.4, if the Parties are unable resolve a given dispute pursuant to Section 24.1, either Party may submit the dispute for binding arbitration. The arbitration shall be held in San Francisco, CA under the rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted by three (3) arbitrators who are knowledgeable in the subject matter at issue in the dispute. One (1) arbitrator will be selected by SymBio, one (1) arbitrator will be selected by Onconova, and the third arbitrator will be selected by mutual agreement of the two (2) arbitrators selected by the Parties. The arbitrators will establish rules regarding discovery and the submission of evidence in such matter which shall be reasonably designed to allow discovery and submission of all salient facts. The arbitrators shall, within ** after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrators shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrators deem just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The award of the arbitrators shall be the sole and exclusive remedy of the Parties (except for those remedies set forth in this Agreement). Judgment on the award rendered by the arbitrators may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrators.
24.3 Each Party will bear its own costs and expenses (including its attorney’s...
Dispute Resolution; Jurisdiction. To the extent a dispute between the Parties arises from of relates to, (.1) this Agreement, (.2) Work Order(s), or (.
Dispute Resolution; Jurisdiction. Any disputes under this Agreement shall be submitted initially by either Party for resolution by the Executive Officers. The Executive Officers shall meet and discuss such matter within ** after a Party proposes that such Executive Officers meet to discuss the dispute. In the event the Executive Officers of each Party are unable to resolve the dispute within ** after receiving notice of the dispute (or such longer period as the Parties may mutually agree upon), then such dispute shall be submitted upon the initiative of either Party after expiration of the ** period for resolution as set forth in Exhibit 16.14.
Dispute Resolution; Jurisdiction. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively in arbitration conducted in Albuquerque, New Mexico in accordance with the commercial rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. Punitive damages shall not be awarded.
Dispute Resolution; Jurisdiction. Any dispute or controversy arising in connection with this Agreement shall be settled exclusively in arbitration conducted in Orange County, California in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. Punitive damages shall not be awarded.
Dispute Resolution; Jurisdiction. You agree that any controversy or claim arising out of or relating to this Agreement, any other agreement or document received or delivered in connection with this Agreement, or with respect to any aspect of the relationship between you and the Company, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and that you are responsible for any filing/administrative fees associated therewith. You further agree that the number of arbitrators shall be three, and that the place of the arbitration shall be San Diego, California. You agree that California law shall apply, and that judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
Dispute Resolution; Jurisdiction. A. In the event of disputes, controversies or claims arising from or in connection with this Agreement (including, but not limited to, those relating to any provision of any of the Annexes hereto or to whether one Party is or is not entitled to indemnification according to the provisions of Article VI of this Agreement, or in connection with the amount of such claim), or its non-performance, termination, or validity (“Dispute”), the Parties shall make their best efforts and act in good faith in order to settle said Dispute through direct and amicable negotiation.
B. If the Parties are unable to settle the dispute within a term of thirty (30) days next following receipt of a request to that effect, said dispute shall be submitted for final award on the merits to the General Arbitration Tribunal of the Buenos Aires Stock Exchange, in accordance with the rules in force for arbitration based on the law.
Dispute Resolution; Jurisdiction. Any and all actions brought in court shall be filed in the state or federal district court located in Delaware and the Parties specifically consent and submit to the jurisdiction and venue of each such state or federal court. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action with respect to any matters to which it has submitted to jurisdiction in this Section 11(n). Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action arising out of this Agreement or the transactions contemplated hereby or thereby in any such court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action brought in any such court has been brought in an inconvenient forum.
