Governing Law; Dispute Resolution; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Texas without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
(b) Each Party agrees to attempt in good faith to resolve disputes prior to filing suit. Within five days following delivery of written notice by one Party to another of a perceived breach or other dispute, a senior executive of each Party will meet together in person (or if agreed by both parties, via telephone) to discuss ways to correct the dispute prior to taking further action.
(c) EACH PARTY SHALL BRING ANY ACTION OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES HEREUNDER EXCLUSIVELY IN ANY FEDERAL OR STATE COURT LOCATED IN MIDLAND COUNTY, TEXAS, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND HEREBY SUBMITS TO THE JURISDICTION OF, AND WAIVES ANY OBJECTION OF INCONVENIENT FORUM WITH RESPECT TO, SUCH COURTS. EACH OF THE PARTIES HEREBY KNOWINGLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY OF ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING FROM, IN CONNECTION WITH, OR IN ANY WAY RELATING TO THE NEGOTIATION, FORMATION, CONSTRUCTION, INTERPRETATION, PERFORMANCE, NON-PERFORMANCE, AND/OR BREACH OF THIS AGREEMENT.
(d) NOTWITHSTANDING ANY CONTRARY IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY PUNITIVE, CONSEQUENTIAL (EXCEPT TO THE EXTENT CONSTITUTING DIRECT DAMAGES), INCIDENTAL OR INDIRECT DAMAGES, OF ANY TYPE OR CHARACTER, INCLUDING LOSS OF PROFIT, LOSS OF PRODUCTION, REVENUE OR ANTICIPATED BUSINESS ARISING FROM OR RELATED IN ANY WAY TO THIS AGREEMENT, WITHOUT REGARD TO THE CAUSE(S) THEREOF, EXCEPT TO THE EXTENT A PARTY IS LIABLE TO AN UNRELATED THIRD PARTY FOR THE SAME.
Governing Law; Dispute Resolution; Waiver of Jury Trial. This Security Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. The Parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for the United States District Court for the Southern District of New York or any New York State court sitting in New York County, New York with respect to any dispute arising out of or relating to the Securities, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to the Securities or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTER CLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.
Governing Law; Dispute Resolution; Waiver of Jury Trial. The provisions of Sections 9.02 through 9.10 and Section 9.12 through 9.14 of the Agreement are hereby incorporated by reference, mutatis mutandis.
Governing Law; Dispute Resolution; Waiver of Jury Trial. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 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, AND SHALL NOT SEEK, TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE OTHER TRANSACTIONS CONTEMPLATED HEREIN.
Governing Law; Dispute Resolution; Waiver of Jury Trial. The parties shall bear their own legal fees and costs for all Disputes. All questions, issues, disputes, demands, claims, causes of action or litigations concerning the construction, validity, enforcement, breach or interpretation of this Agreement or otherwise arising out of or relating to the Transaction Documents (“Disputes”) shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York and shall be submitted to binding arbitration before the American Arbitration Association (“AAA”) in New York County, City of New York, New York, in accordance with the AAA’s Commercial Arbitration Rules. The arbitration panel shall consist of three (3) arbitrators and shall have the power to rule upon its own jurisdiction and authority, including any objection to the initial or continuing existence, validity, effectiveness, or scope of this arbitration agreement. In the event that the parties’ agreement to arbitrate Disputes herein does not enjoy the protection they intend and is held to be unenforceable, each party hereto expressly consents and agrees that the state and federal courts located in New York County, City of New York, New York shall have exclusive jurisdiction to hear and determine any Disputes. EACH PARTY HERETO EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY OF ANY DISPUTES.
Governing Law; Dispute Resolution; Waiver of Jury Trial. 7.1 This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.
7.2 Each Party hereby irrevocably agrees that any legal dispute, claim or controversy shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in the District of Delaware, and each Party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such legal dispute, claim or controversy. During the period that an action, suit or proceeding is filed in accordance with this Section 7.2 is pending before a court, all actions, suits or proceedings with respect to such dispute, claim or controversy or any other dispute, claim or controversy, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each Party hereby waives, and shall not assert as a defense in any action, suit, or proceeding, that (a) such Party is not subject thereto, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such Party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit, or proceeding is improper.
Governing Law; Dispute Resolution; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
(b) This Section 10.10(b) shall govern disputes other than (i) those related to Disputed Amounts related to the Closing Working Capital Statement, which shall be resolved pursuant to Section 2.6(c), and (ii) those related to the Allocation Schedule, which shall be resolved pursuant to Section 2.7. The parties hereto shall first attempt in good faith to resolve promptly any disputes, other than as set forth in the preceding sentence, (each a “Dispute”) arising out of or relating to this Agreement by negotiation between officers who have authority to settle the Dispute. The officers shall be at a higher level of management in their respective organizations than the persons with direct responsibility for the administration of this Agreement. If such negotiations do not resolve such Dispute within thirty (30) Days of a party’s notice invoking this Section 10.10(b) (“Notice of Dispute”), such Dispute shall be finally resolved by arbitration in accordance with the rules for non-administered arbitration of the International Institute for Conflict Prevention and Resolution (the “CPR Rules”) then currently in effect. The arbitration shall be conducted by (i) by a sole arbitrator if the Dispute involves FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) or less, and (ii) by a panel of three arbitrators if the dispute involves in excess of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00). All arbitrators shall be independent of the parties hereto and agreed upon by such parties or, failing such agreement, shall be appointed under the CPR Rules. The arbitration shall proceed in accordance with the CPR Rules and shall be conducted in Tulsa, Oklahoma. The parties agree that any arbitration shall be kept confidential and any element of such arbitration (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitral tribunal, the parties, their counsel and any persons necessary to conduct the arbitration, except as may be required in enforcement proceedings, if any, or in order to satisfy disclosure obligations imposed by any applicable law. The parties agree to cooperate in providing each other with all disc...
Governing Law; Dispute Resolution; Waiver of Jury Trial. The provisions of Article X of the Agreement (other than the first sentence of Section 10.01) are hereby incorporated by reference into this Amendment, mutatis mutandis.
Governing Law; Dispute Resolution; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California applicable to contracts executed in and to be performed in that state and without regard to any applicable conflicts of law. Except as otherwise provided in Section 9.6, any dispute directly or indirectly based upon, arising out of, connected to or relating to this Agreement, the transactions contemplated hereby or any right or obligation created hereby, irrespective of the legal theory or claims underlying any such dispute (including any tort and statutory claims), shall be resolved in any court of competent jurisdiction located in Santa Xxxxx County, California. Each of the parties to this Agreement hereby irrevocably (a) consents to submit itself to the personal jurisdiction of any California state or federal court in the event any dispute arises out of this Agreement or any of the transactions contemplated hereby, (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, including a motion for forum of non conveniens or other actions or other motions asserting the aforementioned forum is inconvenient, and (c) agrees that it will not bring any action in relation of this Agreement or any of the other transactions contemplated hereby in any court other than a California state or federal court. 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 ISSUE WITHIN ANY ACTION AT LAW OR SUIT IN EQUITY DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF, CONNECTED TO OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY RIGHT OR OBLIGATION CREATED HEREBY.
Governing Law; Dispute Resolution; Waiver of Jury Trial. (a) The validity, interpretation and effect of this Agreement shall be governed exclusively by the laws of the State of Delaware, without regard to any applicable conflict of laws.
(b) All disputes, litigation, proceedings or other legal actions by any party to this Agreement in connection with or relating to this Agreement or any matters described or contemplated in this Agreement (other than with respect to matters referred to in Sections 2.09(d) and 2.12) shall be instituted in the courts of the State of Illinois or of the United States in the State of Illinois, in either case sitting in Chicago, Illinois. Each party to this Agreement irrevocably submits to the exclusive jurisdiction of the courts of the State of Illinois and of the United States sitting in the State of Illinois in connection with any such dispute, litigation, action or proceeding arising out of or relating to this Agreement. Each party irrevocably waives any defense or objection it may now or hereafter have based on forum non conveniens and waives any objection to venue of any action instituted hereunder.
(c) Each party hereby irrevocably waives the right to a trial by jury in any litigation in any court with respect to, in connection with, or arising out of, this Agreement, or the validity, protection, interpretation, collection or enforcement hereof or thereof. This waiver is informed and freely made.
