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

Dispute Resolution; Jury Trial Waiver. Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware 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 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 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 all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, 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 Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at Executive’s or the Company’s address as provided in Section 10(h) hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

Dispute Resolution; Jury Trial Waiver. Each of The parties hereto agree that the parties agrees that appropriate, exclusive and convenient forum for any dispute disputes between the parties shall be resolved only in the courts of the State of Delaware 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 any of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating arising out of or related to this Agreement or Executive’s employment by the Company or any Company affiliatetransactions contemplated hereby shall be the courts sitting in Oakville, or for the recognition California. Each party hereto hereby irrevocably and enforcement of any judgment in respect thereof (a “Proceeding”), unconditionally consents to submit to the exclusive jurisdiction of such courts for any actions, suits or proceedings arising out of or relating to this Agreement and the courts of the State of Delawaretransactions contemplated hereby (and agrees not to commence any action, the court of the United States of America for the District of Delawaresuit or proceeding relating thereto except in such courts, and appellate courts having jurisdiction of appeals from any of the foregoing, and further agrees that all claims in respect service of any such Proceeding process, summons, notice or document by U.S. registered mail to the address set forth above shall be heard and determined effective service of process for any action, suit or proceeding brought in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may court). Each party hereto hereby irrevocably and shall be brought in such courts and unconditionally waives any objection that Executive or the Company which it may now or thereafter hereafter have to the laying of venue or jurisdiction of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such Proceeding in any such court or that such Proceeding was brought in an inconvenient court courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim the samein any such court that any such action, (c) suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY WAIVES ALL RIGHT ITS RIGHTS TO A JURY TRIAL BY JURY IN OF ANY PROCEEDING (WHETHER CLAIM OR CAUSE OF ACTION BASED ON CONTRACT, TORT UPON OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR EXECUTIVE’S OR SUBJECT MATTER HEREOF. THE COMPANY’S PERFORMANCE UNDERSCOPE 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, OR ENFORCEMENT OFINCLUDING, THIS AGREEMENTWITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mailINCLUDING NEGLIGENCE), postage prepaidBREACH OF DUTY CLAIMS, to such party at Executive’s or the Company’s address as provided in Section 10(h) hereofAND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of DelawareAND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

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 parties agrees venue of any such suit, action or proceeding brought in such a court and any claim that any dispute 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 shall arising out of this Agreement, the prevailing party will be resolved only entitled to recover from the other party, in addition to any other relief awarded, all expenses that the courts of the State of Delaware or the United States District Court for the District of Delaware prevailing party incurs in those proceedings, including attorneys’ fees and the appellate courts having jurisdiction of appeals in such courtsexpenses. In that context, and without limiting the generality For purposes of the foregoing, each (i) “prevailing party” means (A) in the case of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or Executive’s employment by party initiating the Company or any Company affiliate, or for the recognition and enforcement of any judgment rights or remedies, that it was awarded relief on substantially all of its claims, and (B) in respect thereof 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 “Proceeding”), to prevailing party” within the exclusive jurisdiction of 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 meaning of the foregoing, then no party will be entitled to recover its costs and agrees that all claims in respect of expenses (including attorney’s fees and disbursements) from any such Proceeding shall be heard and determined in such Delaware State court orother party. EACH PARTY HERETO KNOWINGLY, to the extent permitted by lawVOLUNTARILY, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, (c) AND INTENTIONALLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT TO ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING LITIGATION BETWEEN THE PARTIES TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY AND THE COMPANY OR EXECUTIVE’S OR PARTIES HERETO EXPRESSLY CONSENT TO A NON-JURY TRIAL IN THE COMPANY’S PERFORMANCE UNDER, OR ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at Executive’s or the Company’s address as provided in Section 10(h) hereof, and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of DelawareEVENT OF ANY OF THE FOREGOING.