Common use of Dispute Resolution; Jurisdiction Clause in Contracts

Dispute Resolution; Jurisdiction. The Parties shall attempt in good faith to 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 able to resolve the dispute within such thirty (30) day time period, then either Party may bring an action 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 exclusive jurisdiction of the 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 venue of any action or proceeding brought in any such court, and further irrevocably waives, to the fullest extent permitted by law, any claim that any such action brought in any such court has been brought in any inconvenient forum. In the event that the Executive is the prevailing party in any such 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. The Parties shall attempt (a) Except as provided in good faith Section 1.7(d), the parties hereby agree that, in order to resolve promptly 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 relating 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. Any Party may give The place of the other Party arbitration shall be Wilmington, Delaware. The parties agree that the arbitrator shall be one of those persons who has served as a written notice of any dispute not so resolved trial judge in the normal course State of business or through any specific dispute resolution processes provided for elsewhere in this AgreementDelaware. Within 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 after delivery of such notice, representatives of the Parties commencement of the Arbitrable Claim, the parties shall file a petition with full settlement authority shall meet at the Court of Chancery pursuant to Section 5805 of the DRAA seeking the appointment of a mutually acceptable time and place and thereafter as often as they reasonably deem necessaryNeutral Arbitrator. In either event, such arbitrator may not have any preexisting, direct or indirect relationship with any party to exchange relevant information and to attempt to resolve the dispute. If 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 Parties are not able 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 resolve the dispute within such thirty (30) day time period, then either Party may bring an action arising out of or relating Company Holders). Adherence to this Agreement exclusively in any federal court located in Washington, DC; provided, however, that if such federal court does dispute resolution process shall 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 limit the exclusive jurisdiction right of the aforesaid courtsparties 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 (b) irrevocably waives, to interests pending arbitration. Judgment on the fullest extent permitted award rendered by law, the arbitrator may be entered by any objection it may now or hereafter have to the laying of venue of any action or proceeding brought in any such court, and further irrevocably waives, to the fullest extent permitted by law, any claim that any such action brought in any such court has been brought in any inconvenient forumhaving jurisdiction thereof. In the event that the Executive is The arbitrators shall determine the prevailing party and shall include in any such action, the Company agrees to reimburse the Executive 100% (or the maximum amount permissible under applicable law) of the their award that party’s 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 Agreementcosts.

Dispute Resolution; Jurisdiction. The Parties shall attempt in good faith to resolve promptly any dispute All Actions arising under the laws of the State of New York 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 Guarantee shall meet at a mutually acceptable time be heard 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 able to resolve the dispute within such thirty (30) day time period, then either Party may bring an action arising out of or relating to this Agreement determined exclusively in any New York federal court located sitting in Washingtonthe Borough of Manhattan of The City of New York, DC; provided, however, that if such federal court does not have jurisdiction over such actionAction, such action will Action shall be heard and determined exclusively in any District New York state court sitting in the Borough of Columbia Court (and, Manhattan of The City of New York. Each of the Parties agrees that mailing of process or other papers in each case, connection with any appellate court therefrom). By execution and delivery of this Agreement and such Action in the manner provided in Section 5 or in such other documents executed in connection herewithmanner as may be permitted by applicable Laws, each Party will be valid and sufficient service thereof. Each of the Parties hereby (a) accepts submits to the exclusive jurisdiction of any of the aforesaid courts, 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 law, any objection it may now or hereafter have to the laying of venue of any action or proceeding brought in any such court, and further irrevocably waives, to the fullest extent permitted by lawapplicable Law, any claim that any (A) the Action in such action court is brought in any such court has been brought in any an inconvenient forum. In , (B) the event that the Executive venue of such Action is the prevailing party in any such actionimproper or (C) this Guarantee, 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 subject matter hereof, may not be enforced in or by the Executive in any such action. The Executive and the Company expressly waive trial by jury for all claims covered by this Agreementcourts.