Common use of Dispute Resolution; Jurisdiction Clause in Contracts

Dispute Resolution; Jurisdiction. (a) If a dispute relating to this Agreement arises between the parties, the 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, attended by the persons with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If not resolved at such meeting, the parties shall continue to attempt in good faith to negotiate a resolution of the dispute 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 parties have not succeeded in negotiating a resolution of the dispute, then the parties may seek to resolve the dispute by litigation in an appropriate court of jurisdiction. (b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient form. Process in any such suit, 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 process on such party as provided in Section 12.01 shall be deemed effective service of process on such party.

Dispute Resolution; Jurisdiction. (a) If a dispute relating to this Agreement arises between the parties, the following procedure The Parties 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, attended by the persons with decision-making authority regarding the dispute, to attempt in good faith to negotiate resolve promptly any dispute arising out of or relating to this Agreement. Any Party may give the other Party a written notice of any dispute 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, representatives of the Parties with full settlement authority shall 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 the dispute. If the Parties are not resolved at such meeting, the parties shall continue to attempt in good faith to negotiate a resolution of the dispute 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 parties have not succeeded in negotiating a resolution of the dispute, then the parties may seek able to resolve the dispute by litigation in within such thirty (30) day time period, then either Party may bring an appropriate court of jurisdiction. (b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby may be brought 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 State exclusive jurisdiction of Delaware or any Delaware state courtthe aforesaid courts, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefromb) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or court, and further irrevocably waives, to the fullest extent permitted by law, any claim that any such suit, action or proceeding brought in any such court has been brought in an any inconvenient formforum. Process In the event that the Executive is the prevailing party in any such suitaction, action the Company agrees to reimburse the Executive 100% (or proceeding may be served on any party anywhere the maximum amount permissible under applicable law) of the reasonable costs and disbursements and attorneys’ fees incurred by the Executive in the world, whether within or without the jurisdiction of any such courtaction. Without limiting The Executive and the foregoing, each party agrees that service of process on such party as provided in Section 12.01 shall be deemed effective service of process on such party.Company expressly waive trial by jury for all claims covered by this Agreement

Dispute Resolution; Jurisdiction. (a) If In the event that there is a dispute dispute, controversy, or claim between the Parties arising out of or relating to this Agreement arises between Agreement, or its interpretation, performance, nonperformance or any breach of any respective obligations hereunder, excluding any dispute at the parties, JCC level (to which the following procedure procedures in Section 2.3(d) shall be implemented before either party pursues other available remedies (except that such procedure shall not apply to any equitable remedyapply). The parties shall hold a meeting promptly, attended by the persons with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If not resolved at such meeting, the parties shall continue to attempt in good faith to negotiate a resolution of the dispute 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 parties have not succeeded in negotiating a resolution of the dispute, then the parties may 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 litigation in an appropriate court of jurisdictiona Party (“Executive Mediation”). (b) Any suitIf 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 seeking to enforce any provision of, or based on any matter (other than appeals therefrom) arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby may be brought in any federal court located in the State of Delaware or any Delaware state courtAgreement, and each of the parties hereby consents agree not to the jurisdiction of such courts commence any action, suit or proceeding (and of the appropriate appellate courts other than appeals therefrom) related thereto except in any such suitcourts, action or proceeding and irrevocably waives(b) waives its right to a jury trial, to the fullest extent permitted by law, (c) waives any objection that it may now or hereafter have to the laying of the venue of any such suitaction, 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 or that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient form. Process in any such suitforum, 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 and (e) agrees that service of process on such party as provided any process, summons, notice or document by registered mail to its address set forth in Section 12.01 14.4 shall be deemed effective service of process on for any action, suit or proceeding brought against it under this Agreement in any such partycourt.

Dispute Resolution; Jurisdiction. (a) If In the event that there is a dispute dispute, controversy, or claim between the Parties arising out of or relating to this Agreement arises between Agreement, or its interpretation, performance, nonperformance or any breach of any respective obligations hereunder, excluding any dispute at the parties, JCC level (to which the following procedure procedures in Section 2.3(d) shall be implemented before either party pursues other available remedies (except that such procedure shall not apply to any equitable remedyapply). The parties shall hold a meeting promptly, attended by the persons with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If not resolved at such meeting, the parties shall continue to attempt in good faith to negotiate a resolution of the dispute 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 parties have not succeeded in negotiating a resolution of the dispute, then the parties may 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 litigation in an appropriate court of jurisdictiona Party (“Executive Mediation”). (b) Any suitIf 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 seeking to enforce any provision of, or based on any matter (other than appeals therefrom) arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby may be brought in any federal court located in the State of Delaware or any Delaware state courtAgreement, and each of the parties hereby consents agree not to the jurisdiction of such courts commence any action, suit or proceeding (and of the appropriate appellate courts other than appeals therefrom) related thereto except in any such suitcourts, action or proceeding and irrevocably waives(b) waives its right to a jury trial, to the fullest extent permitted by law, (c) waives any objection that it may now or hereafter have to the laying of the venue of any such suitaction, 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 or that any such suitaction, action suit or proceeding brought in any such court has been brought in an inconvenient form. Process in any such suitforum, 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 and (e) agrees that service of process on such party as provided any process, summons, notice or document by registered mail to its address set forth in Section 12.01 14.4 shall be deemed effective service of process on for any action, suit or proceeding brought against it under this Agreement in any such partycourt.

Dispute Resolution; Jurisdiction. (a) If a dispute relating to this Agreement arises between the parties, the 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, attended by the persons with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If not resolved at such meeting, the parties shall continue to attempt in good faith to negotiate a resolution of the dispute 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 parties have not succeeded in negotiating a resolution of the dispute, then the parties may seek to resolve the dispute by litigation in an appropriate court of jurisdiction. (b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal court located in the State of Delaware or any Delaware state court, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts 48 52 therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient form. Process in any such suit, 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 process on such party as provided in Section 12.01 shall be deemed effective service of process on such party.

Dispute Resolution; Jurisdiction. (a) If a The parties agree to take reasonable efforts to resolve in good faith any dispute arising out of or relating to this Agreement arises promptly by negotiation in good faith between the partiesReinsurer Liaison and the Company Liaison. If these individuals cannot resolve the matter within five (5) Business Days, the following procedure shall dispute will be implemented before either party pursues other available remedies (except that such procedure shall not apply referred to any equitable remedy). The parties shall hold a meeting promptly, attended by the persons with decision-making authority regarding Chief Financial Officer of the dispute, to Reinsurer and the President of the Company who will meet and attempt in good faith to negotiate a resolution of resolve the dispute. If The meeting will be held reasonably promptly at the request of the affected party in the offices of the other party or, if agreed, at another designated location. In the event such dispute cannot be resolved at such meetingin the manner described above, each of the parties shall continue hereto irrevocably and unconditionally submits to attempt in good faith to negotiate a resolution the jurisdiction of the dispute United States District Court 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 parties have not succeeded in negotiating a resolution of the dispute, then the parties may seek to resolve the dispute by litigation in an appropriate court of jurisdiction. (b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal court located in the State 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 (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by lawApplicable Law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such courtforum. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.01 16.02 shall be deemed the only means of effective service of process on such party.