DISPUTES; GOVERNING LAW AND VENUE Sample Clauses

DISPUTES; GOVERNING LAW AND VENUE. (A) Each Order and any subsequent changes thereto shall be governed by and construed in accordance with the laws of the State or Province where Xxxxx’s business unit issuing the Order has its principal place of business, without regard to its conflict of laws principles. Any dispute arising from or relating to any Order which is not resolved amicably shall be solely and exclusively brought in the first instance in the federal court, or if it does not have personal jurisdiction, the state or provincial court of competent jurisdiction located in the State or Province where Xxxxx’s business unit issuing the Order has its principal place of business. The parties hereby submit to the personal jurisdiction of the aforesaid courts and waive any defenses either of them may have based on lack of personal jurisdiction or improper or inconvenient venue or both. Any judgment, order or other action by the cognizant court shall be enforceable by such court and/or any court or tribunal in any jurisdiction in which the losing party or any of its assets are located. (B) Pending final resolution of any dispute, the Seller shall proceed diligently with the performance of any Order(s) as directed by the Buyer. If the dispute arises out of a difference in interpretation between the parties as to the performance requirements of an Order, then Seller must continue performance as determined by the Buyer. (C) The provisions of this Xxxxxx survive termination or completion of all Orders hereunder. (D) The parties expressly agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto, shall not apply to any Order.
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DISPUTES; GOVERNING LAW AND VENUE. (A) Each Order and any subsequent changes thereto shall be governed by and construed in accordance with the laws of the State or Province where Buyer’s business unit issuing the Order has its principal place of business, without regard to its conflict of laws principles. Any dispute arising from or relating to any Order which is not resolved amicably shall be solely and exclusively brought in the first instance in the federal court, or if it does not have personal jurisdiction, the state or provincial court of competent jurisdiction located in the State or Province where Buyer’s business unit issuing the Order has its principal place of business. The parties hereby submit to the personal jurisdiction of the aforesaid courts and waive any defenses either of them may have based on lack of personal jurisdiction or improper or inconvenient venue or both. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS. Any judgment, order or other action by the cognizant court shall be enforceable by such court and/or any court or tribunal in any jurisdiction in which the losing party or any of its assets are located. (B) Pending final resolution of any dispute, the Seller shall proceed diligently with the performance of any Order(s) as directed by the Buyer. If the dispute arises out of a difference in interpretation between the parties as to the performance requirements of an Order, then Seller must continue performance as determined by the Buyer. (C) The provisions of this Clause survive termination or completion of all Orders hereunder. (D) The parties expressly agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto, shall not apply to any Order.
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DISPUTES; GOVERNING LAW AND VENUE. (1) The parties shall use their best endeavours to amicably settle any disputes, controversies and claims arising under or in connection with or due to an infringement of this Agreement. If such disputes, controversies or claims cannot be amicably settled after consultation of the parties' managements, the courts of Frankfurt a. M., Germany, shall have exclusive jurisdiction for all claims of BioLase against OHT and the courts of San Clemente, California, U.S.A. shall have exclusive jurisdiction for all claims of OHT against BioLase. (2) The law of the Federal Republic of Germany shall apply to the validity, construction and performance of this Agreement. (3) Any failure of one of the parties to claim at any time from the other party performance of the provisions of this Agreement shall not be construed as a waiver of such party to claim performance of such provision. In the event of a breach of any provision of this Agreement, any waiver shall be made in writing in order to be effective and shall not be construed as a waiver of any right arising from any future or continuing breach of such provision, of such provision itself or of any other right resulting from this Agreement.
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DISPUTES; GOVERNING LAW AND VENUE 
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Related to DISPUTES; GOVERNING LAW AND VENUE

  • Governing Law and Venue This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

  • Law and Venue This Agreement is made in Texas and shall be governed by and construed in accordance with the laws of the State of Texas without reference to choice of law principles. In the rare event that any legal action should arise out of or relating to this Agreement or the relationship it creates, the Parties agree that such action shall be heard exclusively in Dallas County, Texas.

  • Controlling Law and Venue The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement shall be governed by the laws of the State of California. Any dispute arising out of this Agreement shall be venued either in the San Mateo County Superior Court or the United States District Court for the Northern District of California.

  • Applicable Law and Venue This Agreement will be construed in accordance with the laws of the State of Florida. Venue for any action brought pursuant to this Agreement will be in Hillsborough County, Florida, or in the Tampa Division of the U.S. District Court for the Middle District of Florida. Company hereby waives any claim against Authority, and its officers, board members, agents, or employees for loss of anticipated profits caused by any suit or proceedings directly or indirectly attacking the validity of this Agreement or any part hereof, or by any judgment or award in any suit or proceeding declaring this Agreement null, void, or voidable, or delaying the same, or any part hereof, from being carried out.

  • Governing Law and Venue; Waiver of Jury Trial (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN, ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY STATE OTHER THAN THE STATE OF DELAWARE. The Parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the federal courts of the United States of America located in the State of Delaware in respect of all matters arising out of or relating to this Agreement, the interpretation and enforcement of the provisions of this Agreement, and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties solely for such purpose and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.2 (Notices) or in such other manner as may be permitted by Law shall be valid and sufficient service thereof. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 8.10(b).

  • Disputes and Governing Law This Agreement shall be construed in accordance with the laws of the PRC. Any disputes that arise in connection with this Agreement shall be litigated in courts located within the Pudong New Area, Shanghai, the PRC.

  • Governing Law; Venue NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

  • Governing Law and Choice of Venue The Restricted Stock Units and the provisions of this Agreement shall be governed by, and subject to, the laws of the State of Utah, United States, without regard to the conflict of law provisions, as provided in the Plan. For purposes of litigating any dispute that arises under this Agreement or this grant of Restricted Stock Units, the parties hereby submit to and consent to the jurisdiction of the State of Utah, agree that such litigation shall be conducted in the courts of Utah County, Utah, or the federal courts of the United States for the District of Utah, where this grant is made and/or to be performed.

  • Attorneys’ Fees, Applicable Law and Venue In any action to enforce the provisions of this Agreement or to secure damages for its breach, the prevailing party shall recover its costs and reasonable attorney's fees. This Agreement shall be construed under the laws of the State of Texas and shall take effect when signed by Dealer and countersigned by the Dealer Manager. Venue for any action (including arbitration) brought hereunder shall lie exclusively in Dallas, Texas.

  • Governing Law, Jurisdiction and Venue No Waiver of Jury Trial: This Agreement will be governed by the laws of the State of Vermont. Any action or proceeding brought by either the State or the Party in connection with this Agreement shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division, Washington Unit. The Party irrevocably submits to the jurisdiction of this court for any action or proceeding regarding this Agreement. The Party agrees that it must first exhaust any applicable administrative remedies with respect to any cause of action that it may have against the State with regard to its performance under this Agreement. Party agrees that the State shall not be required to submit to binding arbitration or waive its right to a jury trial.

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