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.
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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 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. SCOPUS BIOPHARMA INC. [MEMBER] Name: Name: Title: Date: Date: EXHIBIT A OPTION AGREEMENT [Signature Page to Scientific Advisory Board Member Agreement]
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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 
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Related to GOVERNING LAW, DISPUTE RESOLUTION, JURISDICTION AND VENUE

  • 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.

  • Governing Law; Dispute Resolution This Agreement shall be subject to the provisions of Sections 9(a), 9(c), and 9(h) of the Employment Agreement.

  • Dispute Resolution and Governing Law 31.1. In the event that a determination of the Expert is sought under this Agreement:

  • Governing Law; Disputes This Agreement shall in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. Except as otherwise set forth in Article “19” of this Agreement, the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be commenced exclusively in New York, New York. Any such arbitration shall be by a panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association in the State of New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of New York in any action or proceeding and submit to personal jurisdiction over each of them by such courts. The parties hereby waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “21” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration (“A”) seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party (“B”) has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) dollars to A, the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest.

  • Governing Law; Jurisdiction and Forum; Waiver of Jury Trial (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof.

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