Governing Law; Arbitration; Attorneys’ Fees. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal Laws of the State of New York, without regard to the principles of conflicts of law thereof. Any disputes, claims, or controversies arising out of or relating to the Transaction Documents, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS”), or its successor pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”), including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three arbitrators each of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the State of New York any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole responsibility of the Company, including but not limited to the Buyer’s attorneys’ fees and each arbitrator’s fees. The arbitrators’ decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and award will be made and delivered as soon as reasonably possibly and in any case within 60 days’ following the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having jurisdiction thereof. If any party shall commence an Action to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action.
Governing Law; Arbitration; Attorneys’ Fees. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to its conflict or choice of laws provisions.
Governing Law; Arbitration; Attorneys’ Fees i. This Letter Agreement and the legal relations between the Parties hereto shall be governed by and construed in accordance with the Laws of the State of California, without giving effect to any law or rule that would cause the Laws of any jurisdiction other than the State of California to be applied.
Governing Law; Arbitration; Attorneys’ Fees. This Agreement and any disputes arising out of or in connection with this Agreement (“Disputes”) will be governed by and construed in accordance with Maryland, USA law, without reference to conflict of laws provisions or principles or the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in this Section 13.7 with respect to injunctive relief, all Disputes shall be finally resolved by binding and final arbitration before three (3) arbitrators, selected and proceeding in the United States (or another place unanimously agreed by the arbitrators) pursuant to the rules of the International Chamber of Commerce (ICC), who shall hold proceedings in the English language and who shall, at either party’s request, give a written opinion stating the factual basis and legal reasoning for the decision. The arbitrators shall have the authority to (i) determine issues of arbitrability, and (ii) award compensatory damages only; they shall not award punitive or exemplary damages. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The provisions of this Section 13.7 may be enforced by any court of competent jurisdiction. Notwithstanding the foregoing, either party may, at its sole discretion, seek injunctive relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). The prevailing party in any legal proceeding brought by one party against the other party in a Dispute shall be entitled to recover its legal expenses, including but not limited to the costs of any court or arbitration proceeding and reasonable attorneys’ fees.
Governing Law; Arbitration; Attorneys’ Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. Any controversy or claim arising from or related to this Agreement or the breach thereof will be settled by final and binding arbitration before a panel of three arbitrators in Salt Lake City, Utah. Such arbitration shall be administered by the American Arbitration Association under the then prevailing applicable rules. Within 15 days after the commencement of such arbitration, each party hereto shall select one person to act as arbitrator and the two selected shall select a third arbitrator within 10 days of their appointment. If the arbitrators selected by the parties hereto are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. The arbitrators shall have the authority to award any remedy or relief that a court of the State of Utah could order or grant, including, without limitation, specific performance or the issuance of any injunction. All fees and expenses of the arbitration shall be borne by the parties equally. However, the prevailing party shall be entitled to an award of reasonable attorneys’ fees including all costs of litigation, including but not limited to travel expenses of the parties, expert fees, copying charges, courier charges, etc. Notwithstanding the preceding provisions of this Section 6.4, either party hereto may apply to any court having jurisdiction hereof and seek injunctive relief upon Affidavit of the requesting party attesting to the correctness of the facts pleaded and without bond or security to maintain the status quo until the arbitration award is rendered or the controversy is otherwise resolved. For the purposes of making such an application to a court, each party hereto (i) consents to the personal jurisdiction of the state and federal courts located in the State of Utah, (ii) waives any argument that venue in any such forum is not convenient, and (iii) agrees that such application shall only be venued in a court of the State of Utah located in Salt Lake County, Utah, and in the federal courts of the District of Utah.
Governing Law; Arbitration; Attorneys’ Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its principles of conflicts of law. The exclusive venue for disputes hereunder, including, without limitation, disputes arising from or concerning interpretation, violation, invalidity, non-performance, or termination, shall be final and binding arbitration proceedings to be conducted in Cxxxx County, Nevada under the Rules of Arbitration of the American Arbitration Association; provided, however, that in the event that any such dispute is not arbitrated thereby, the exclusive venue shall be the state and federal courts located in Cxxxx County, Nevada. In the event of any dispute in relation to this Agreement, the prevailing Party in such dispute shall be entitled to receive its attorneys’ fees and all other costs and expenses of such action or suit.
Governing Law; Arbitration; Attorneys’ Fees. This Agreement, and all rights, duties, and remedies hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Missouri, without reference to its choice of law rules, except as preempted by federal law. The Parties agree that any and all disputes arising out of the terms of this Agreement, Employee’s employment Employer, Employee’s service as an officer or director of SFC, or Employee’s compensation and benefits, their interpretation, and any of the matters herein released, will be subject to binding arbitration in St. Louis, Missouri, before the Judicial Arbitration and Mediation Services, Inc., under the American Arbitration Association’s National Rules for the Resolution of Employment Disputes, supplemented by the Missouri Rules of Civil Procedure. The Parties agree that the prevailing party in any arbitration will be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The Parties agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury. This paragraph will not prevent either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and the subject matter of their dispute relating to Executive’s obligations under this Agreement and the Confidential Information Agreement. Any such action or proceeding by either of the Parties for injunctive or provisional relief shall be brought only in the County of St. Louis, Missouri or in the United States District Court for the Eastern District of Missouri. Should any Party institute any arbitration or seek injunctive or provisional relief from a court to enforce, interpret, or apply any provision of this Agreement, the Parties agree that the prevailing party shall be entitled to seek reimbursement from the non-prevailing party of their recoverable costs and expenses, including, but not limited to, reasonable attorneys’ fees, but all such costs and/or fees shall be awarded in the arbitrator’s or judge’s sole discretion. The arbitrator or judge shall base their determination of which party prevailed upon an assessment of which party’s arguments or positions could fairly be said to have prevailed over the other party’s arguments or positions on major disputed issues in the action, accounting for the possibility that in some circumstances it is appropriate to conclude that neither party prevailed. Such assessmen...
Governing Law; Arbitration; Attorneys’ Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to the conflict of law principles thereof. Except in the event of a breach or threat of breach of either of Sections 16 or 17 hereof, any controversy or claim arising out of or relating, directly or indirectly, to this Agreement or the breach thereof shall be finally and conclusively settled by arbitration in New Jersey in accordance with the Employment Arbitration Rules of the American Arbitration Association then in force, and judgment upon the award by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party in any arbitration or legal proceeding brought to enforce or involving a claim of breach of this Agreement shall be entitled to an award of reasonable attorneys fees incurred in such proceeding.
Governing Law; Arbitration; Attorneys’ Fees. (a) This Agreement and its validity, construction and performance shall be governed in all respects by the law of the State of Illinois, without giving effect to principles of conflict of law.
Governing Law; Arbitration; Attorneys’ Fees. 13.1 This Agreement shall be construed in accordance with the laws of the State of New York. Except for claims of equitable relief, if a dispute arises between the parties hereto, a meeting or teleconference shall be held promptly between such parties to attempt in good faith to negotiate a resolution of the dispute. The parties agree to participate in good faith discussion for a period of ten
