GOVERNING LAW, DISPUTE RESOLUTION, JURISDICTION AND VENUE Sample Clauses

GOVERNING LAW, DISPUTE RESOLUTION, JURISDICTION AND VENUE. In the event of any dispute arising out of or in connection with this Agreement or SOW, including any question regarding its existence, validity or termination, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then the matter shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be the Dubai International Financial Centre. The language to be used in the arbitration shall be English. The governing law of the contract shall be the laws of England and Wales. Nothing in this Agreement shall prevent either party from seeking provisional measures from the Courts of the Dubai International Financial Centre, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties hereby waive any requirements for security for obtaining any provisional relief.
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GOVERNING LAW, DISPUTE RESOLUTION, JURISDICTION AND VENUE. 11.1 This Agreement and the rights and obligations of the parties pursuant thereto will be governed by the laws of Sweden, without regard to conflicts of law principles. The provisions of the United Nations Convention on Agreements for the International Sale of Goods will not apply. 11.2 Any dispute between the parties relating to this Agreement, the Software and the rights and obligations of the parties pursuant thereto shall be finally resolved in any court of competent jurisdiction in Stockholm, Sweden. Notwithstanding the above, either party may seek equitable relief to protect its Confidential Information or Intellectual Property Rights at anytime and anywhere in the World. The party prevailing in any dispute under this Agreement shall be entitled to be compensated for its costs and legal fees.
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GOVERNING LAW, DISPUTE RESOLUTION, JURISDICTION AND VENUE. This Agreement and any disputes that arise out of or relate to this Agreement or the transactions contemplated hereby will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the conflict of laws rules thereof. The parties hereto hereby irrevocably agree that, before any Party shall take any legal action with respect to any dispute, claim or legal rights under or in connection with this Agreement (other than in connection with any dispute, claim or legal or other equitable rights pursuant to which a Party seeks a temporary injunction), representatives of each party having the authority to settle such claim (being the Sellers’ Representative with respect to the Sellers) shall meet in person twice, not less than three (3) Business Days apart for the purpose of resolving such dispute or claim. The requirements of the foregoing sentence will not apply (x) if any such meeting will jeopardize any party’s ability to timely make a claim or exercise any legal right prior to the expiration of the statute of limitations or survival period applicable to such claim or legal right, or (y) the party seeking to take legal action has notified the other parties of the intent to take such action and to meet in person, and the meetings have not taken place within twenty (20) days after the date of such notice although the party seeking to take legal action has made one or more of it representatives having authority to settle the claim available for such meetings on a commercially reasonable basis. The parties hereto hereby irrevocably submit to the exclusive jurisdictions of the Delaware Court of Chancery or Federal courts of the United States of America located in the State of Delaware and any appellate court from any thereof, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action, or proceeding related thereto may be heard and determined in any such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the jud...
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GOVERNING LAW, DISPUTE RESOLUTION, JURISDICTION AND VENUE. This Agreement, and any and all claims arising out of or in connection therewith, shall be governed by, and construed in accordance with, the laws of the State of Ohio without regard to any conflict or choice of law principles. Each Party irrevocably submits to the personal jurisdiction and venue of and agrees to service of process issued or authorized by any state or federal court in Columbiana County, Ohio. If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association before resorting to arbitration. Any and all disputes, claims or causes of action, in law or equity, including without limitation, claims arising out of or related to the Parties’ negotiations and inducements to agree to this Agreement and/or the enforcement, breach, performance or interpretation of this Agreement shall be submitted to mandatory, binding arbitration conducted at the American Arbitration Association in Cleveland, Ohio, USA and in accordance with American Arbitration Association rules. Three (3) arbitrators appointed under such rules shall conduct said binding arbitration, and any judgment may be entered thereon in any court of competent jurisdiction. Each Party acknowledges that by agreeing to arbitration, it waives the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. Nothing in this Agreement is intended to prevent either Party from obtaining injunctive relief in any competent state or federal court in Columbiana County, Ohio to prevent irreparable harm pending the conclusion of any such arbitration. Indemnitor and Indemnitee agree that each may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. If this Class Action Waiver is found to be unenforceable, then the remainder of this Section shall remain valid and enforceable. This Section shall survive expiration, termination, or rescission of this Agreement.
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GOVERNING LAW, DISPUTE RESOLUTION, JURISDICTION AND VENUE. This Agreement shall be deemed to have been made and delivered in New York City and will be governed as to validity, interpretation, construction, effect and in all other respects by the internal law of the State of New York. Each of the Company and the Member hereby (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum for such suit, action or proceeding; (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding; (iv) agrees to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York; and (v) agrees that service of process upon it mailed by certified mail will be deemed in every respect effective service of process upon it in any suit, action or proceeding.
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GOVERNING LAW, DISPUTE RESOLUTION, JURISDICTION AND VENUE 
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Related to GOVERNING LAW, DISPUTE RESOLUTION, JURISDICTION AND VENUE

  • Governing Law, Jurisdiction and Dispute Resolution The rights and obligations of the Parties under the Agreement shall be governed by and construed in accordance with the laws of India. The TDSAT, to the exclusion of all other courts, shall have exclusive jurisdiction in respect of any dispute between the Parties arising out of or in connection with or as a result of this Agreement.

  • Dispute Resolution and Jurisdiction Any controversy or claim arising out of or relating to this Agreement, or the breach thereof shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, except that arbitration shall not apply to (1) controversies and claims of less than $5,000, nor to (2) claims seeking to collect liquidated amounts, such as the Tuition promised by the student. Any legal dispute (not resolved in arbitration) shall be governed by the laws of the state of California, and that Santa Xxxxxxx courts are the exclusive venue.

  • Dispute Resolution; Consent to Jurisdiction All disputes between or among any Persons arising out of or in any way connected with the Plan, this Agreement or the RSUs shall be solely and finally settled by the Committee, acting in good faith, the determination of which shall be final. Any matters not covered by the preceding sentence shall be solely and finally settled in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction of the United States federal and state courts sitting in Wilmington, Delaware, as the exclusive jurisdiction with respect to matters arising out of or related to the enforcement of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to be resolved by the Committee. Each such Person hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the last known address of such Person, such service to become effective ten (10) days after such mailing.

  • 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, 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.

  • Dispute Resolution, Governing Law and Jurisdiction The parties will make good faith efforts to first resolve internally within 30 days any dispute, including over an invoice, relating to the Agreement by escalating it to higher levels of management. If Client withholds an amount more than sixty days Accenture will be permitted to suspend performance until such time as the matter in dispute is resolved. The governing law and jurisdiction are set forth in the Order Form.

  • Governing Law; Dispute Resolution (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

  • Dispute Resolution and Governing Law The Parties agree that all disputes arising pursuant to this Agreement shall be resolved by way of negotiations and discussions and with a view to an amicable settlement and mutual benefit of both Parties. Any negotiation for the settlement of dispute shall be governed by the laws of the country where such dispute arises.

  • Governing Law; Disputes 15.1 The laws of the State of New York, U.S.A. govern this Agreement, and the relationships created by it, except for its laws regarding conflicts of law and arbitrability; the Federal Arbitration Act governs all issues of arbitrability. Neither party may bring a claim more than two years after the underlying cause of action first accrues. 15.2 Each party agrees to give the other prompt written notice of any claim, controversy, or dispute arising under or related to this Agreement, and both parties agree to engage in good faith discussions to resolve the matter. If that fails to resolve the matter promptly, upon the election of either party, the parties will participate in a non-binding mediation before a mutually agreed mediator. Any controversy, claim or dispute which is not resolved through the procedures set forth above within 60 days following the initial notice (or such longer period as the parties may agree) will be resolved by arbitration before a sole arbitrator who is an attorney, under the then-current Commercial Arbitration Rules of the American Arbitration Association. The duty and right to arbitrate will extend to any employee, officer, director, shareholder, agent, or affiliate, of a party to the extent that right or duty arises through a party or is related to this Agreement. The decision and award of the arbitrator will be final and binding, and the award rendered may be entered in any court having jurisdiction. The arbitrator is directed to hear and decide potentially dispositive motions in advance of a hearing on the merits by applying the applicable law to undisputed facts and documents. The arbitration will be held in Atlanta, Georgia, U.S.A. This Section 15.2, and the obligation to mediate and arbitrate, will not apply to claims for infringement, misappropriation or misuse of a party’s intellectual property or Confidential Information, or collection of sums owed to NCR Voyix under this Agreement. A party may at any time seek from a court of competent jurisdiction an injunction or other equitable relief in aid of arbitration. The arbitrator will not have authority to award punitive damages, non- compensatory damages, or any damages other than direct damages, nor have authority to award direct damages inconsistent with the limitations and exclusions set forth in this Agreement. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

  • Dispute Resolution; Governing Law Any litigation or other dispute resolution between You and Apple arising out of or relating to this Agreement, the Apple Software, or Your relationship with Apple will take place in the Northern District of California, and You and Apple hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, except that body of California law concerning conflicts of law. Notwithstanding the foregoing: (a) If You are an agency, instrumentality or department of the federal government of the United States, then this Agreement shall be governed in accordance with the laws of the United States of America, and in the absence of applicable federal law, the laws of the State of California will apply. Further, and notwithstanding anything to the contrary in this Agreement (including but not limited to Section 10 (Indemnification)), all claims, demands, complaints and disputes will be subject to the Contract Disputes Act (41 U.S.C. §§601-613), the Xxxxxx Act (28 U.S.C. § 1346(a) and § 1491), or the Federal Tort Claims Act (28 U.S.C. §§ 1346(b), 2401-2402, 2671-2672, 2674- 2680), as applicable, or other applicable governing authority. For the avoidance of doubt, if You are an agency, instrumentality, or department of the federal, state or local government of the U.S. or a U.S. public and accredited educational institution, then Your indemnification obligations are only applicable to the extent they would not cause You to violate any applicable law (e.g., the Anti-Deficiency Act), and You have any legally required authorization or authorizing statute; (b) If You (as an entity entering into this Agreement) are a U.S. public and accredited educational institution or an agency, instrumentality, or department of a state or local government within the United States, then (a) this Agreement will be governed and construed in accordance with the laws of the state (within the U.S.) in which Your entity is domiciled, except that body of state law concerning conflicts of law; and (b) any litigation or other dispute resolution between You and Apple arising out of or relating to this Agreement, the Apple Software, or Your relationship with Apple will take place in federal court within the Northern District of California, and You and Apple hereby consent to the personal jurisdiction of and exclusive venue of such District unless such consent is expressly prohibited by the laws of the state in which Your entity is domiciled; and (c) If You are an international, intergovernmental organization that has been conferred immunity from the jurisdiction of national courts through Your intergovernmental charter or agreement, then any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The place of arbitration shall be London, England; the language shall be English; and the number of arbitrators shall be three. Upon Apple’s request, You agree to provide evidence of Your status as an intergovernmental organization with such privileges and immunities. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

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