Enforcement and Interpretation. This Agreement shall be enforced and interpreted pursuant to the laws of the State of Montana. Jurisdiction over any claim or action for interpretation or enforcement of, or otherwise arising from the terms and conditions of this Agreement, shall be with the appropriate Montana District Court. This agreement is subject to the laws of Montana and School District policy. Contractor is expressly notified that the agreement is subject to the Montana Pupil Online Personal Information Protection Act and violation of the act may be considered a crime a conviction of such may result in a fine not less than $200 or more than $500. Any civil claim arising out of or related to the Agreement, or services provided under the Agreement, may be subject to mediation at the request of either party. School District and Contractor expressly agree that mediation shall not be a condition precedent to the initiation of any litigation arising out of such Claims. Claims for injunctive relief shall not be subject to this Section. Any claim not resolved in mediation shall be subject to litigation in accordance with the laws of the State of Montana. Any litigation shall be conducted in Montana district court. Mandatory and exclusive venue for any disputes shall be in the county in which the School District is located. Notwithstanding anything to the contrary in the Agreement or in any document forming a part hereof, there shall be no mandatory arbitration for any dispute arising hereunder. The parties may mutually agree in writing to submit a dispute to arbitration but the default dispute resolution shall be litigation. Contractor stipulates that the School District is a political subdivision of the State of Montana, and, as such, enjoys immunities from suit and liability provided by the Constitution and laws of the State of Montana. By entering into this Agreement, the School District does not waive any of its immunities from suit and/or liability, except as otherwise specifically provided herein and as specifically authorized by law. In any adjudication under this Agreement, reasonable and necessary attorneys' fees may be awarded to the prevailing party. The parties acknowledge that, as a public entity in the State of Montana, the School District and entities contracting with the School District must comply with the open records laws of the State. I have read this Agreement, understand its terms, and agree to be bound thereby. DATED this day of , . Signed By Contractor: Title/Posit...
Enforcement and Interpretation. This Agreement shall be enforced and interpreted pursuant to the laws of the State of Montana. Jurisdiction over any claim or action for interpretation or enforcement of, or otherwise arising from the terms and conditions of this Agreement, shall be with the appropriate Montana District Court.
Enforcement and Interpretation. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to interpret or enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of Delaware or in Delaware state court, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the exclusive personal jurisdiction of any Federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a Federal or state court sitting in the State of Delaware.
Enforcement and Interpretation. It is the desire and intent of the parties hereto that this Agreement be enforced to the fullest extent possible under the laws and public policies of the state of Iowa. Accordingly, if any particular provision of this Agreement is adjudicated to be invalid or unenforceable, such portion shall be deleted, and such deletion shall apply only to such provision with the remainder of the Agreement remaining valid and enforceable, to be construed in conformity with the parties’ initial intent. Further, to the extent any provision hereof is deemed unenforceable by virtue of its scope or terms with respect to geographical area or length of time, but may be enforceable by limitations thereon, the parties agree that this Agreement shall remain enforceable to the fullest extent possible after the application of such limitations. RENEWABLE ENERGY GROUP, INC. CENTRAL IOWA ENERGY, LLC By /s/ Nile D. Xxxxxxxxxx By /s/ Jxxxx Xxxxxxxx President (Title) Chairman (Title) Exhibit A to Management and Operational Services Agreement (AAgreement@) REG, Inc. and Central Iowa Energy Pursuant to the Agreement to which this is attached, and as a part of the services it will perform thereunder, REG, Inc. will provide to Central Iowa Energy the administrative services as set out hereafter. Such services will be included at no additional cost to Central Iowa Energy other than the compensation set out under Section 3 of the Agreement, unless otherwise noted hereafter or separately in the Agreement. Accounting: • Financial Statements • General Ledger Maintenance • Cash Management • Customer Statements • Accounts Receivable • Accounts Payable • Bank Reconciliation • Depreciation • Audit Preparation • External Audit (providing assistance to external auditors, the expense of the external auditor to be paid by Central Iowa Energy) Human Resources: • Hiring • Training, Job Descriptions, Government Reporting with respect to personnel • Employee hand book, policies/procedures • Workers Comp Information Technology: • AS400 Software/Application Maintenance (REG, Inc. to be reimbursed by Central Iowa Energy for REG, Inc.’s costs (including employee expenses) for preparation of any special requested applications.) • Telephone/Network Services (Central Iowa Energy to reimburse REG, Inc. for the cost of all equipment required and utility expenses incurred.) • Backup for Network • Backup for AS400 Files • Web Site Hosting Insurance Administration: • Compile Initial Insurance Specifications • Solicit Co...
Enforcement and Interpretation. It is the desire and intent of the parties hereto that this Agreement be enforced to the fullest extent possible under the laws and public policies of the state of Iowa. Accordingly, if any particular provision of this Agreement is adjudicated to be invalid or unenforceable, such portion shall be deleted, and such deletion shall apply only to such provision with the remainder of the Agreement remaining valid and enforceable, to be construed in conformity with the parties’ initial intent. Further, to the extent any provision hereof is deemed unenforceable by virtue of its scope or terms with respect to geographical area or length of time, but may be enforceable by limitations thereon, the parties agree that this Agreement shall remain enforceable to the fullest extent possible after the application of such limitations.
Enforcement and Interpretation. (a) If a Payment Request pursuant to Section 4(a) hereof is not paid in full by the Corporation within the Payment Time Limit, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.
(b) In any action under this Agreement, it shall be a defense to a claim for indemnification or Advancement of Expenses pursuant to Section 3(a) hereof that the Indemnitee has not met the standards of conduct, as applicable, which make it permissible for the Corporation to indemnify or Advance Expenses to the Indemnitee for the amount claimed, but the burden of proving such defense and going forward with evidence shall be on the Corporation. Neither the failure of the Corporation (including the Board, independent legal counsel or the Shareholders) to have made a determination prior to commencement of such action that indemnification of, or Advancement of Expenses to, the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation (including the Board, independent legal counsel or the Shareholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct, nor shall such determination or the failure to make it be admitted into evidence by the Corporation in such action except to rebut an assertion by Indemnitee that the Corporation failed to make a determination required by this Agreement. It is the intent of the Parties to this Agreement to provide the broadest possible indemnification (not prohibited by law) to the Indemnitee and the Agreement shall be interpreted in accordance with that intent. Any ambiguities in this Agreement are intended by the Parties to be interpreted in favor of Indemnitee. For purposes of determining Indemnitee’s rights hereunder, Indemnitee shall be presumed to have met any applicable standard of conduct required for Indemnification and/or advancement and such presumption may overcome only by clear and convincing evidence to the contrary.
(c) It is the intent of the Corporation that the Indemnitee not be required to incur Expenses associated with the enforcement of the Indemnitee’s rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Inde...
Enforcement and Interpretation. A. This Agreement is to be construed fairly, and not in favor of or against any Party, regardless of which Party or Parties drafted or participated in the drafting of its terms. Any rule of construction that a document is to be construed against the drafting party shall not be applicable in this Agreement.
Enforcement and Interpretation. 74 Section 9.9
Enforcement and Interpretation. At the option of Secured Party, matters of enforcement and interpretation of this instrument or any of the Loan Documents, whether by claim, counterclaim or otherwise, may be interpreted solely by arbitration conducted within fifty (50) miles of the office of the Secured Party under the general commercial arbitration rules then-applicable of the American Arbitration Association. Arbitration shall be conducted by a panel of three (3) arbitrators, one of whom shall be selected from among a panel suggested by the AAA by each party and the third of whom shall be selected by the two (2) designees so selected. Any party failing to designate his designee within fifteen (15) days of the date requested by the AAA shall forfeit its right to designate his designee and the designee timely designated shall appoint the recalcitrant party's designee. No arbitrator shall serve unless said party is an attorney currently practicing law in the State of Maryland and having experience in matters relative to secured banking transactions in which intellectual property is pledged as security over a period of not less than ten (10) years. Enforcement shall be under the laws of the Jurisdiction or any other venue which shall have subject matter jurisdiction over the matter. Notwithstanding any rule of law to the contrary, before Debtor may institute any counterclaim to any action against Secured Party or any third party claim against any third party, it shall have posted a bond reasonably acceptable to Secured Party with the AAA to bond off and otherwise to protect Secured Party hereunder. All costs of the arbitration shall be borne by the party deemed to be the "non-prevailing party" but the cost, expense and fees to litigate shall be allocated as otherwise provided hereunder. The panel of arbitrators shall schedule the trial within thirty (30) days of their appointment and they shall render their decision within thirty (30) days of the last day of such trial, provided that, in the event a party petitions for an Emergency Arbitration, the above-proscribed time periods shall be reduced as provided for the Schedule of Emergency Arbitration.
Enforcement and Interpretation. 43 Section 9.9 Waiver Of Jury Trial.....................................................................43 Section 9.10
