Common use of Dispute Resolution; Jurisdiction Clause in Contracts

Dispute Resolution; Jurisdiction. (a) In the event that there is a dispute, controversy, or claim between the Parties arising out of or relating to this Agreement, or its interpretation, performance, nonperformance or any breach of any respective obligations hereunder, excluding any dispute at the JCC level (to which the procedures in Section 2.3(d) shall apply), then the Parties shall seek to resolve such dispute through prompt negotiations between the Executives. The Executives will meet in-person and use good faith efforts to resolve any such dispute (for clarity, excluding any dispute at the JCC level) within [ * ] days after a request by a Party (“Executive Mediation”). (b) If such dispute is not resolved within [ * ] days of commencing Executive Mediation (or such other period as may be mutually agreed upon by the Executives), then either Party shall have the right to file an action in the courts of the State of New York or in the United States District Court for New York. Each Party hereby irrevocably and unconditionally (a) consents to the exclusive jurisdiction of the courts of the State of New York or in the United States District Court for New York for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in such courts, (b) waives its right to a jury trial, (c) waives any objection to the laying of venue of any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement in the courts of the State of New York or in the United States District Court for New York, (d) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum, and (e) agrees that service of any process, summons, notice or document by registered mail to its address set forth in Section 14.4 shall be effective service of process for any action, suit or proceeding brought against it under this Agreement in any such court.

Dispute Resolution; Jurisdiction. (a) In the event that there is If a dispute, controversy, or claim between the Parties arising out of or dispute relating to this AgreementAgreement arises between the parties, or its interpretationthe following procedure shall be implemented before either party pursues other available remedies (except that such procedure shall not apply to any equitable remedy). The parties shall hold a meeting promptly, performanceattended by the persons with decision-making authority regarding the dispute, nonperformance or any breach to attempt in good faith to negotiate a resolution of any respective obligations hereunderthe dispute. If not resolved at such meeting, excluding any the parties shall continue to attempt in good faith to negotiate a resolution of the dispute at for 30 days after such meeting. The parties agree to participate in good faith in such negotiations related thereto. If within 30 days after such meeting the JCC level (to which parties have not succeeded in negotiating a resolution of the procedures in Section 2.3(d) shall apply)dispute, then the Parties shall parties may seek to resolve such the dispute through prompt negotiations between the Executives. The Executives will meet in-person and use good faith efforts to resolve any such dispute (for clarity, excluding any dispute at the JCC level) within [ * ] days after a request by a Party (“Executive Mediation”)litigation in an appropriate court of jurisdiction. (b) If such dispute is not resolved within [ * ] days of commencing Executive Mediation (or such other period as may be mutually agreed upon by the Executives)Any suit, then either Party shall have the right to file an action in the courts of the State of New York or in the United States District Court for New York. Each Party hereby irrevocably and unconditionally (a) consents to the exclusive jurisdiction of the courts of the State of New York or in the United States District Court for New York for any action, suit or proceeding (other than appeals therefrom) seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this AgreementAgreement or the transactions contemplated hereby may be brought in any federal court located in the State of Delaware or any Delaware state court, and agree not each of the parties hereby consents to commence the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any actionsuch suit, suit action or proceeding (other than appeals therefrom) related thereto except in such courtsand irrevocably waives, (b) waives its right to a jury trialthe fullest extent permitted by law, (c) waives any objection that it may now or hereafter have to the laying of the venue of any actionsuch suit, suit action or proceeding (other than appeals therefrom) arising out of or relating to this Agreement in the courts of the State of New York or in the United States District Court for New York, (d) agrees not to plead or claim in any such court or that any such actionsuit, suit action or proceeding brought in any such court has been brought in an inconvenient forumform. Process in any such suit, and (e) action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of any process, summons, notice or document by registered mail to its address set forth process on such party as provided in Section 14.4 12.01 shall be deemed effective service of process for any action, suit or proceeding brought against it under this Agreement in any on such courtparty.

Dispute Resolution; Jurisdiction. (a) In the event that there is a dispute, controversy, or claim between the The Parties shall attempt in good faith to resolve promptly any dispute arising out of or relating to this Agreement, or its interpretation, performance, nonperformance or any breach . Any Party may give the other Party a written notice of any respective obligations hereunderdispute not so resolved in the normal course of business or through any specific dispute resolution processes provided for elsewhere in this Agreement. Within thirty (30) days after delivery of such notice, excluding any dispute at the JCC level (to which the procedures in Section 2.3(d) shall apply), then representatives of the Parties with full settlement authority shall seek meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve such dispute through prompt negotiations between the Executivesdispute. The Executives will meet in-person and use good faith efforts If the Parties are not able to resolve any the dispute within such dispute thirty (for clarity, excluding any dispute at the JCC level30) within [ * ] days after a request by a Party (“Executive Mediation”). (b) If such dispute is not resolved within [ * ] days of commencing Executive Mediation (or such other period as may be mutually agreed upon by the Executives)day time period, then either Party shall have the right to file may bring an action in the courts of the State of New York or in the United States District Court for New York. Each Party hereby irrevocably and unconditionally (a) consents to the exclusive jurisdiction of the courts of the State of New York or in the United States District Court for New York for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in such courts, (b) waives its right to a jury trial, (c) waives any objection to the laying of venue of any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement exclusively in any federal court located in Washington, DC; provided, however, that if such federal court does not have jurisdiction over such action, such action will be heard and determined exclusively in any District of Columbia Court (and, in each case, any appellate court therefrom). By execution and delivery of this Agreement and such other documents executed in connection herewith, each Party hereby (a) accepts the courts exclusive jurisdiction of the State aforesaid courts, and (b) irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of New York venue of any action or in the United States District Court for New York, (d) agrees not to plead or claim proceeding brought in any such court court, and further irrevocably waives, to the fullest extent permitted by law, any claim that any such action, suit or proceeding action brought in any such court has been brought in an any inconvenient forum, and (e) agrees . In the event that service of any process, summons, notice or document by registered mail to its address set forth in Section 14.4 shall be effective service of process for any action, suit or proceeding brought against it under this Agreement the Executive is the prevailing party in any such court.action, the Company agrees to reimburse the Executive 100% (or the maximum amount permissible under applicable law) of the reasonable costs and disbursements and attorneys’ fees incurred by the Executive in any such action. The Executive and the Company expressly waive trial by jury for all claims covered by this Agreement

Dispute Resolution; Jurisdiction. (a) In the event that there is a dispute, controversy, or claim between the Parties arising out of or relating to this Agreement, or its interpretation, performance, nonperformance or any breach of any respective obligations hereunder, excluding any dispute at the JCC level (to which the procedures in Section 2.3(d) shall apply), then the Parties shall seek to resolve such dispute through prompt negotiations between the Executives. The Executives will meet in-person and use good faith efforts to resolve any such dispute (for clarity, excluding any dispute at the JCC level) within [ * [***] days after a request by a Party (“Executive Mediation”). (b) If such dispute is not resolved within [ * [***] days of commencing Executive Mediation (or such other period as may be mutually agreed upon by the Executives), then either Party shall have the right to file an action in the courts of the State of New York or in the United States District Court for New York. Each Party hereby irrevocably and unconditionally (a) consents to the exclusive jurisdiction of the courts of the State of New York or in the United States District Court for New York for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in such courts, (b) waives its right to a jury trial, (c) waives any objection to the laying of venue of any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement in the courts of the State of New York or in the United States District Court for New York, (d) agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum, and (e) agrees that service of any process, summons, notice or document by registered mail to its address set forth in Section 14.4 shall be effective service of process for any action, suit or proceeding brought against it under this Agreement in any such court.

Dispute Resolution; Jurisdiction. (a) In the event that there is If a dispute, controversy, or claim between the Parties arising out of or dispute relating to this AgreementAgreement arises between the parties, or its interpretationthe following procedure shall be implemented before either party pursues other available remedies (except that such procedure shall not apply to any equitable remedy). The parties shall hold a meeting promptly, performanceattended by the persons with decision-making authority regarding the dispute, nonperformance or any breach to attempt in good faith to negotiate a resolution of any respective obligations hereunderthe dispute. If not resolved at such meeting, excluding any the parties shall continue to attempt in good faith to negotiate a resolution of the dispute at for 30 days after such meeting. The parties agree to participate in good faith in such negotiations related thereto. If within 30 days after such meeting the JCC level (to which parties have not succeeded in negotiating a resolution of the procedures in Section 2.3(d) shall apply)dispute, then the Parties shall parties may seek to resolve such the dispute through prompt negotiations between the Executives. The Executives will meet in-person and use good faith efforts to resolve any such dispute (for clarity, excluding any dispute at the JCC level) within [ * ] days after a request by a Party (“Executive Mediation”)litigation in an appropriate court of jurisdiction. (b) If such dispute is not resolved within [ * ] days of commencing Executive Mediation (or such other period as may be mutually agreed upon by the Executives)Any suit, then either Party shall have the right to file an action in the courts of the State of New York or in the United States District Court for New York. Each Party hereby irrevocably and unconditionally (a) consents to the exclusive jurisdiction of the courts of the State of New York or in the United States District Court for New York for any action, suit or proceeding (other than appeals therefrom) seeking to enforce any provision of, or based on any matter arising out of or relating to in connection with, this AgreementAgreement or the transactions contemplated hereby may be brought in any federal court located in the State of Delaware or any Delaware state court, and agree not each of the parties hereby consents to commence the jurisdiction of such courts (and of the appropriate appellate courts 48 52 therefrom) in any actionsuch suit, suit action or proceeding (other than appeals therefrom) related thereto except in such courtsand irrevocably waives, (b) waives its right to a jury trialthe fullest extent permitted by law, (c) waives any objection that it may now or hereafter have to the laying of the venue of any actionsuch suit, suit action or proceeding (other than appeals therefrom) arising out of or relating to this Agreement in the courts of the State of New York or in the United States District Court for New York, (d) agrees not to plead or claim in any such court or that any such actionsuit, suit action or proceeding brought in any such court has been brought in an inconvenient forumform. Process in any such suit, and (e) action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of any process, summons, notice or document by registered mail to its address set forth process on such party as provided in Section 14.4 12.01 shall be deemed effective service of process for any action, suit or proceeding brought against it under this Agreement in any on such courtparty.

Dispute Resolution; Jurisdiction. (a) In the event that there is a dispute, controversy, or claim between the Parties arising out of or relating The parties agree to this Agreement, or its interpretation, performance, nonperformance or any breach of any respective obligations hereunder, excluding any dispute at the JCC level (to which the procedures in Section 2.3(d) shall apply), then the Parties shall seek to resolve such dispute through prompt negotiations between the Executives. The Executives will meet in-person and use good faith take reasonable efforts to resolve any such dispute (for clarity, excluding in good faith any dispute at the JCC level) within [ * ] days after a request by a Party (“Executive Mediation”). (b) If such dispute is not resolved within [ * ] days of commencing Executive Mediation (or such other period as may be mutually agreed upon by the Executives), then either Party shall have the right to file an action in the courts of the State of New York or in the United States District Court for New York. Each Party hereby irrevocably and unconditionally (a) consents to the exclusive jurisdiction of the courts of the State of New York or in the United States District Court for New York for any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in such courts, (b) waives its right to a jury trial, (c) waives any objection to the laying of venue of any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement promptly by negotiation in good faith between the Reinsurer Liaison and the Company Liaison. If these individuals cannot resolve the matter within five (5) Business Days, the dispute will be referred to the Chief Financial Officer of the Reinsurer and the President of the Company who will meet and attempt in good faith to resolve the dispute. The meeting will be held reasonably promptly at the request of the affected party in the courts offices of the State other party or, if agreed, at another designated location. In the event such dispute cannot be resolved in the manner described above, each of New York or in the parties hereto irrevocably and unconditionally submits to the jurisdiction of the United States District Court for New Yorkthe District of Delaware or any Delaware state court, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (dand of the appropriate appellate courts therefrom) agrees not in any such suit, action or proceeding and irrevocably waives, to plead the fullest extent permitted by Applicable Law, any objection that it may now or claim hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such actionsuit, suit action or proceeding brought in any such court has been brought in an inconvenient forum. Without limiting the foregoing, and (e) each party agrees that service of any process, summons, notice or document by registered mail to its address set forth process on such party as provided in Section 14.4 16.02 shall be deemed the only means of effective service of process for any action, suit or proceeding brought against it under this Agreement in any on such courtparty.