Common use of Dispute Resolution; Jurisdiction Clause in Contracts

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 this dispute resolution process shall not limit the right of the parties hereto to obtain any provisional remedy, including injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their respective rights and interests pending arbitration. Judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitrators shall determine the prevailing party and shall include in their award that party’s reasonable attorneys’ fees and costs. (b) Except as expressly stated in Sections 1.7(d) and 10.10(a), each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within the State of Delaware in connection with any matter 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, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. If a claim or dispute brought in accordance herewith is resolved in the favor of a party hereto, such party shall be entitled to, and shall be awarded, its costs and expenses incurred in connection with the resolution of such claim or dispute (including reasonable attorneys’ fees).

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 All Actions arising 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 this dispute resolution process shall not limit the right of the parties hereto to obtain any provisional remedy, including injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their respective rights and interests pending arbitration. Judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitrators shall determine the prevailing party and shall include in their award that party’s reasonable attorneys’ fees and costs. (b) Except as expressly stated in Sections 1.7(d) and 10.10(a), each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within the State of Delaware in connection with any matter 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, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons New York out of or relating to this Guarantee shall be heard and waives and covenants not to assert or plead determined exclusively in any objection which they might otherwise have to such jurisdiction, venue and such process. If a claim or dispute brought in accordance herewith is resolved New York federal court sitting in the favor Borough of a party heretoManhattan of The City of New York, provided, however, that if such federal court does not have jurisdiction over such Action, such party Action shall be entitled to, heard and shall be awarded, its costs and expenses incurred determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Each of the Parties agrees that mailing of process or other papers in connection with any such Action in the resolution manner provided in Section 5 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the Parties hereby (a) submits to the exclusive jurisdiction of any of the above-named courts for the purpose of any Action arising under the Laws of the State of New York out of or relating to this Guarantee brought by any party hereto and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Guarantee and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Guarantee and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 12, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Action in such court is brought in an inconvenient forum, (B) the venue of such claim Action is improper or dispute (including reasonable attorneys’ fees)C) this Guarantee, or the subject matter hereof, may not be enforced in or by such courts.

Dispute Resolution; Jurisdiction. (a) Except as provided AND VENUE The parties shall be free to bring all differences of interpretation and disputes arising in Section 1.7(d)connection with the Agreement to the attention of the other either by mail, telephone, or personal meeting under friendly and courteous circumstances. However, if during the parties hereby agree that, term of the Agreement either party shall have reason to believe it has any claim against the other party in order respect to obtain prompt and expeditious resolution any transaction growing out of any disputes under this the Agreement, each claim, dispute or controversy solely seeking money damages it shall notify the other party 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 writing within thirty (30) days after it knows or has reason to know the basis of any such claim. Failure to give the notice prescribed by this section shall relieve the other party from all liability of any claim in respect to any transaction growing out of the commencement Agreement. Any controversy, claim, or breach arising out of or relating to the Agreement that the parties are unable to resolve to their mutual satisfaction shall be submitted to binding arbitration under the auspices and rules of the Arbitrable ClaimAmerican Arbitration Association. Each of the parties herein waives its right to any other forum as well as its right to appeal. This means that the Member and the Company are irrevocably giving up the right to seek a legal remedy in a court of law in a trial with a jury, in deference to binding arbitration by the rules and procedures described herein. Any action for breach of the Agreement must be commenced action has accrued. In any dispute submitted to arbitration, the Member and the Company agree to be governed by the laws of the state of California, and the agreed venue for arbitration shall be San Diego County in the state of California. Each of the parties shall file appoint one arbitrator and the two so nominated shall in turn choose a petition with third arbitrator. If the Court of Chancery pursuant to Section 5805 arbitrators chosen by the parties cannot agree on the choice of the DRAA seeking third arbitrator within a period of thirty (30) days after their nomination, then the appointment American Arbitration Association shall appoint the third arbitrator. The arbitration shall be conducted in the English language. Relevant documents in other languages shall be translated into English if the arbitrators so direct. The parties agree that after either has filed a Notice of a Neutral Arbitrator. In either eventDemand for arbitration of any dispute subject to arbitration under the Agreement, such arbitrator may not have any preexistingPolicies & Procedures 19 they shall, direct or indirect relationship with any party upon request, make discovery and disclosure of all materials relevant to the subject of the dispute. Each party hereto expressly consents to, The arbitrators shall make the final determination as to any discovery disputes between the parties. Examination of witnesses by the parties and waives any future objection to, such forum by the arbitrators shall be permitted. A written transcript of the hearing shall be made and arbitration rulesfurnished to the parties. The arbitrator is authorized to issue subpoenas and award commissions to permit depositions to cost of this transcript shall be takenborne equally by the parties. Except as required by applicable Laws (including, without limitationIn arriving at their award, the laws, rules and regulations arbitrators shall make every effort to find a solution to the dispute in the provisions of the SEC Agreement 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 give full effect to 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 this dispute resolution process shall not limit the right of the parties hereto to obtain any provisional remedy, including injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their respective rights and interests pending arbitration. Judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction parts thereof. The arbitrators shall determine state the reasons upon which the award is based. The award of the arbitrators shall be final and binding upon the parties. Judgment upon the award may be entered in any court having jurisdiction in the United States and/or the country of the Member's legal situs and/or the Member's country of operation. An application may be made to any such court for a judicial acceptance of the award and an order for enforcement. In the event of default and subsequent action to enforce the terms of the Agreement by mediation and/or arbitration, the prevailing party and shall include in their award that party’s reasonable attorneys’ fees and costs. (b) Except as expressly stated in Sections 1.7(d) and 10.10(a), each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within the State of Delaware in connection with any matter 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, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. If a claim or dispute brought in accordance herewith is resolved in the favor of a party hereto, such party shall be entitled to, and shall be awarded, its costs and expenses incurred in connection with the resolution of such claim or dispute (including to recover reasonable attorneys’ fees)' fees and costs in addition to any other relief to which it may be entitled. The provisions of this section shall survive the termination of any other provisions of the Agreement.

Dispute Resolution; Jurisdiction. (a) Except As much as provided in Section 1.7(d)possible, all disputes shall be settled amicably between the parties Parties. The Parties each hereby agree that, in order to obtain prompt elect binding arbitration as their sole and expeditious resolution of exclusive remedy for any disputes claim arising under this Agreement, each claim, Agreement or in any way related to the Project. (b) The Parties agree that in the event that there is any dispute or controversy solely seeking money damages in an amount not exceeding $20,000,000, and difference between them arising out of a claim for indemnification under Article VIII or arising out of, in connection with, this Agreement or in relation tothe interpretation of any of the provisions hereof, they shall endeavor to meet together in an effort to resolve such dispute by discussion between them. But failing such resolution, the interpretationChief executives of PNOC-EDC and the Operator shall meet to resolve such dispute or difference, performance or breach and the joint decision of this Agreement, or such Chief Executives shall be binding upon the transactions contemplated hereby, including any claim based on contract, tort or statute, or parties hereto. In the arbitrability event that a settlement of any claim hereunder (an “Arbitrable Claim”)such dispute or difference is not reached pursuant to this subclause, shall be settled by final and binding arbitration conducted by then arbitration under the Delaware Rapid Arbitration Act next following subclause shall apply. (c) Where any dispute is not resolved as provided for in the “DRAA”) preceding subclause, then the Parties shall enter into binding arbitration procedures under the rules of conciliation and arbitration of the International Chamber of Commerce. Such arbitration shall take place in Paris, France before a tribunal of three arbitrators, one to be chosen by each of the Operator and PNOC-EDC, and the Delaware Rapid Arbitration Rulesthird to be chosen by the two first selected. This provision to arbitrate The arbitration proceedings shall be governed conducted in the English language. (d) To the extent that in any jurisdiction of (i) PNOC-EDC may claim for itself or its assets or revenues immunity from suit, execution, attachment or other legal process or (ii) there may be attributed to PNOC-EDC or its assets or revenues such immunity (whether or not claimed), PNOC-EDC agrees not to claim and unconditionally and irrevocably waives such immunity to the full extent permitted by Delaware law, as it may exist at the time laws of such jurisdiction. PNOC-EDC consents generally in respect of the demand for arbitration, without reference enforcement of any judgment against it in any such proceedings in any jurisdiction to the law chosen by giving of any other provision relief or the issue 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 any process in the State of Delaware. All connection with 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 proceedings (including, without limitation, the lawsmaking, rules and regulations enforcement or execution against any property 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 this dispute resolution process shall not limit the right of the parties hereto to obtain any provisional remedy, including injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their respective rights and interests pending arbitration. Judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitrators shall determine the prevailing party and shall include in their award that party’s reasonable attorneys’ fees and costs. (b) Except as expressly stated in Sections 1.7(d) and 10.10(a), each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any court within the State of Delaware in connection with any matter 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, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. If a claim or dispute brought in accordance herewith is resolved in the favor of a party hereto, such party shall be entitled to, and shall be awarded, its costs and expenses incurred in connection with the resolution of such claim or dispute (including reasonable attorneys’ feesPNOC-EDC).

Dispute Resolution; Jurisdiction. (a) Except as provided Any dispute or controversy arising under or in Section 1.7(d), the parties hereby agree that, in order to obtain prompt and expeditious resolution of any disputes under connection with this Agreement, each claim, dispute but excluding in its entirety the provisions of Article II or controversy solely seeking money damages in an amount not exceeding $20,000,000, and arising out of any determination on whether there is or has been 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 by Executive of any claim hereunder of the terms of Article II (an “Arbitrable Claim”all such provisions and determinations concerning Article II, "LITIGABLE PROVISIONS"), shall be settled by final and binding arbitration conducted exclusively by arbitration under in New York, New York in accordance with 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 rules of the demand for arbitrationAmerican Arbitration Association then in effect. Judgment may be entered or the arbitrator's award in any court having jurisdiction. (b) Any suit, without reference action or proceeding seeking to the law chosen by enforce any other provision Litigable Provision of, or based on any matter arising out of or in connection with, any Litigable Provision of this Agreement. The place of the arbitration shall Agreement may be Wilmington, Delaware. The parties agree that the arbitrator shall be one of those persons who has served as a trial judge brought 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 this dispute resolution process shall not limit the right of the parties hereto to obtain any provisional remedy, including injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their respective rights in the State of New York and interests pending arbitration. Judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The arbitrators shall determine the prevailing party and shall include in their award that party’s reasonable attorneys’ fees and costs. (b) Except as expressly stated in Sections 1.7(d) and 10.10(a), each of the parties hereto irrevocably hereby consents to the exclusive 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 which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court within the State of Delaware or that any such suit, action or proceeding which is brought in connection with any matter arising out of a claim for indemnification under Article VIII such court has been brought in an inconvenient forum. Process in any such suit, action 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, agrees that process proceeding may be served upon them on any party anywhere in the world, whether within or without the jurisdiction of any manner authorized by such court. Without limiting the laws foregoing, each party agrees that service of process on such party as provided in Section 3.1 will be deemed effective service of process on such party. (c) Each party (the "Losing Party") agrees to pay the reasonable attorneys' fees and expenses of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. If a claim or dispute brought in accordance herewith is resolved in other party (the favor of a party hereto, such party shall be entitled to, and shall be awarded, its costs and expenses "Prevailing Party") incurred in connection with enforcing the resolution Prevailing Party's rights under this Agreement as contemplated by this Section 3.7 to the extent that the arbitrator or court rules substantially in favor of the Prevailing Party, as determined by such claim arbitrator or dispute (including reasonable attorneys’ fees)court taking into account the circumstances of the case, the conduct of the parties during the proceeding and the result.