Common use of Dispute Resolution; Jury Trial Waiver Clause in Contracts

Dispute Resolution; Jury Trial Waiver. All disputes and controversies arising out of or in connection with this Agreement, Employee’s employment with the Employer, or the transactions contemplated hereby shall be resolved exclusively by the state and federal courts located in the County of Cxxxx, in the State of Nevada, and each party hereto irrevocably submits to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which such party may raise now, or hereafter have, to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each party agrees, to the fullest extent permitted by applicable law, a final judgment in any such suit, action, or proceeding brought in such a court shall be conclusive and binding upon such party, and may be enforced in any court of the jurisdiction in which such party is or may be subject by a suit upon such judgment. In any adversarial proceedings between the parties arising out of this Agreement, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including attorneys’ fees and expenses. For purposes of the foregoing, (i) “prevailing party” means (A) in the case of the party initiating the enforcement of rights or remedies, that it was awarded relief on substantially all of its claims, and (B) in the case of the party defending against such enforcement, that it successfully defended substantially all of the claims made against it, and (ii) if no party is a “prevailing party” within the meaning of the foregoing, then no party will be entitled to recover its costs and expenses (including attorney’s fees and disbursements) from any other party. EACH PARTY HERETO KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BETWEEN THE PARTIES TO THIS AGREEMENT AND THE PARTIES HERETO EXPRESSLY CONSENT TO A NON-JURY TRIAL IN THE EVENT OF ANY OF THE FOREGOING.

Dispute Resolution; Jury Trial Waiver. All disputes and controversies arising out Each of or in connection with this Agreement, Employee’s employment with the Employer, or parties agrees that any dispute between the transactions contemplated hereby parties shall be resolved exclusively by the state and federal courts located only in the County courts of Cxxxx, in the State of NevadaDelaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each party of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or Executive’s employment by the Company or any Company affiliate, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of said the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that venue all claims in respect of any such Proceeding shall lie exclusively with be heard and determined in such courts. Each party hereby irrevocably waivesDelaware State court or, to the fullest extent permitted by applicable law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection which such party that Executive or the Company may raise now, now or hereafter have, thereafter have to the laying of the venue or jurisdiction of any such suit, action or proceeding brought Proceeding in such a court and any claim that any such suit, action court or proceeding brought in that such a court has been Proceeding was brought in an inconvenient forum. Each party agreescourt and agrees not to plead or claim the same, to the fullest extent permitted by applicable law(c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, a final judgment TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such suit, action, or proceeding brought in such a court shall be conclusive and binding upon such party, and Proceeding may be enforced in effected by mailing a copy of such process by registered or certified mail (or any court substantially similar form of the jurisdiction in which mail), postage prepaid, to such party is at Executive’s or may be subject by a suit upon such judgment. In any adversarial proceedings between the parties arising out of this Agreement, the prevailing party will be entitled to recover from the other party, Company’s address as provided in addition to any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including attorneys’ fees and expenses. For purposes of the foregoing, (iSection 10(h) “prevailing party” means (A) in the case of the party initiating the enforcement of rights or remedies, that it was awarded relief on substantially all of its claimshereof, and (Be) agrees that nothing in this Agreement shall affect the case right to effect service of process in any other manner permitted by the laws of the party defending against such enforcement, that it successfully defended substantially all State of the claims made against it, and (ii) if no party is a “prevailing party” within the meaning of the foregoing, then no party will be entitled to recover its costs and expenses (including attorney’s fees and disbursements) from any other party. EACH PARTY HERETO KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BETWEEN THE PARTIES TO THIS AGREEMENT AND THE PARTIES HERETO EXPRESSLY CONSENT TO A NON-JURY TRIAL IN THE EVENT OF ANY OF THE FOREGOINGDelaware.

Dispute Resolution; Jury Trial Waiver. All The parties hereto agree that the appropriate, exclusive and convenient forum for any disputes and controversies between any of the parties hereto arising out of or in connection with related to this Agreement, Employee’s employment with the Employer, Agreement or the transactions contemplated hereby shall be resolved exclusively by the state and federal courts located sitting in the County of CxxxxOakville, in the State of Nevada, and each party hereto irrevocably submits to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courtsCalifornia. Each party hereto hereby irrevocably waives, and unconditionally consents to submit to the fullest extent permitted exclusive jurisdiction of such courts for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts, and further agrees that service of any process, summons, notice or document by applicable lawU.S. registered mail to the address set forth above shall be effective service of process for any action, suit or proceeding brought in any such court). Each party hereto hereby irrevocably and unconditionally waives any objection which such party it may raise now, now or hereafter have, have to the laying of the venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such suitcourts, action and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each party agreesEACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, to the fullest extent permitted by applicable lawINCLUDING, a final judgment in any such suitWITHOUT LIMITATION, actionCONTRACT CLAIMS, or proceeding brought in such a court shall be conclusive and binding upon such partyTORT CLAIMS (INCLUDING NEGLIGENCE), and may be enforced in any court of the jurisdiction in which such party is or may be subject by a suit upon such judgmentBREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. In any adversarial proceedings between the parties arising out of this Agreement, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including attorneys’ fees and expenses. For purposes of the foregoing, (i) “prevailing party” means (A) in the case of the party initiating the enforcement of rights or remedies, that it was awarded relief on substantially all of its claims, and (B) in the case of the party defending against such enforcement, that it successfully defended substantially all of the claims made against it, and (ii) if no party is a “prevailing party” within the meaning of the foregoing, then no party will be entitled to recover its costs and expenses (including attorney’s fees and disbursements) from any other partyTHIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO KNOWINGLY, VOLUNTARILYHEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND INTENTIONALLY THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BETWEEN THE PARTIES TO THIS AGREEMENT AND THE PARTIES HERETO EXPRESSLY CONSENT TO A NON-ITS JURY TRIAL IN THE EVENT OF ANY OF THE FOREGOINGRIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.