GOVERNING LAW, JURISDICTION AND ARBITRATION. (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT IT IS UNDERSTOOD AND AGREED THAT (I) THE INTERPRETATION OF THE DEFINITION OF COMPANY MATERIAL ADVERSE EFFECT (AND WHETHER OR NOT A COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED), (II) THE DETERMINATION OF THE ACCURACY OF ANY SPECIFIED ACQUISITION AGREEMENT REPRESENTATIONS AND WHETHER AS A RESULT OF ANY INACCURACY THEREOF, HOLDINGS, MERGER SUB OR ITS AFFILIATES HAVE THE RIGHT TO TERMINATE ITS OR THEIR OBLIGATIONS UNDER THE CLOSING DATE ACQUISITION AGREEMENT AND (III) THE DETERMINATION OF WHETHER THE CLOSING DATE ACQUISITION HAS BEEN CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE CLOSING DATE ACQUISITION AGREEMENT, IN EACH CASE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
(b) EACH PARTY HERETO (AND BY ITS ACCEPTANCE OF ITS APPOINTMENT IN SUCH CAPACITY, EACH LEAD ARRANGER AND EACH CO-MANAGER) IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT, HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OT...
GOVERNING LAW, JURISDICTION AND ARBITRATION. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to conflict of laws. Any dispute arising out of or relating to this Agreement or any breach of this Agreement, with the exceptions of the Restrictive Covenants contained in Paragraph 9, shall be submitted to and determined in binding arbitration, and such method shall be the exclusive method for resolving such disputes. This provision includes any and all claims and remedies that the Executive could bring against the Employer arising out of his employment, including, but not limited to, claims for negligence, wrongful discharge, discrimination, harassment, intentional tort, infliction of emotional distress, defamation, or loss of consortium. Submission may be made by either party and must be made within thirty (30) days subsequent to the dispute arising. Thereafter, the parties hereto shall take such steps as are necessary to assure that the dispute will be promptly settled by arbitration, in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association, within ninety (90) days of its submission. The arbitration shall be conducted by a single arbitrator selected by the parties. If the parties have not selected an arbitrator within ten (10) days of written demand for arbitration, the arbitrator shall be selected by the American Arbitration Association. Each party shall bear all its own legal fees and expenses. All arbitration proceedings shall be conducted in the federal judicial district where Executive maintains his principal place of employment for the Company. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
GOVERNING LAW, JURISDICTION AND ARBITRATION. The validity, interpretation and construction of this Agreement and of each party hereof will be governed by the laws of the State of Delaware. Any controversy or claim arising out of or related to this Agreement or the breach thereof, shall be settled by binding arbitration in Wilmington, Delaware in accordance with the Expedited Procedures (Rules 53-57) of the Commercial Arbitration Rules of the American Arbitration Association (AAA). A proceeding shall be commenced upon written demand by Company or any Holder to the other. The arbitrator(s) shall enter a judgment by default against any party which fails or refuses to appear in any properly noticed arbitration proceeding. The proceeding shall be conducted by one (1) arbitrator, unless the amount alleged to be in dispute exceeds two hundred fifty thousand dollars ($250,000), in which case three (3) arbitrators shall preside. The arbitrator(s) will be chosen by the parties from a list provided by the AAA, and if they are unable to agree within ten (10) days, the AAA shall select the arbitrator(s). The arbitrators must be experts in securities law and financial transactions. The arbitrators shall assess costs and expenses of the arbitration, including all attorneys' and experts' fees, as the arbitrators believe is appropriate in light of the merits of parties' respective positions in the issues in dispute. The award of the arbitrator(s) shall be final and binding upon the parties and may be enforced in any court having jurisdiction. The arbitration shall be held in such place as set by the arbitrator(s) in accordance with Rule 55.
GOVERNING LAW, JURISDICTION AND ARBITRATION. The validity, interpretation and construction of this Agreement and of each party hereof will be governed by the laws of the State of Georgia. Any controversy or claim arising out of or related to this Agreement or the breach thereof, shall be settled by binding arbitration in Atlanta, Georgia in accordance with the rules of the Judicial Arbitration & Mediation Services' Eastern Regional Office located in Atlanta, Georgia ("JAMS"). A proceeding shall be commenced upon written demand by Company or the Agent to the other. The arbitrator(s) shall enter a judgment by default against any party which fails or refuses to appear in any properly noticed arbitration proceeding. The proceeding shall be conducted by one (1) arbitrator, unless the amount alleged to be in dispute exceeds two hundred fifty thousand dollars ($250,000), in which case three (3) arbitrators shall preside. The arbitrator(s) will be chosen by the parties from a list provided by JAMS, and if they are unable to agree within ten (10) days, JAMS shall select the arbitrator(s). The arbitrators must be experts in securities law and financial transactions. The arbitrators shall assess costs and expenses of the arbitration, including all attorneys' and experts' fees, as the arbitrators believe is appropriate in light of the merits of parties' respective positions in the issues in dispute. The award of the arbitrator(s) shall be final and binding upon the parties and may be enforced in any court having jurisdiction.
GOVERNING LAW, JURISDICTION AND ARBITRATION. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principles and specifically will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, or the Uniform Computer Information Transactions Act (UCITA). Any cause of action or claim you might have with respect to the Software or otherwise under this Agreement must be commenced within one (1) year after such claim or cause of action arises or shall be deemed waived. Except with respect to the protection and enforcement of WAVES’ (and its third-party licensors’) intellectual property rights and its rights to seek and/or obtain injunctive or equitable relief, any claim, cause of action, or proceeding arising out of or relating to this Agreement or the Software shall be resolved by mandatory, binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted in New York, New York, and the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY AND ALL RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION OR MULTI-PARTY ACTION IN ANY ACTION, PROCEEDING, OR COUNTER- CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. ALL CLAIMS AND DISPUTES ARISING OUT OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.
GOVERNING LAW, JURISDICTION AND ARBITRATION. 13.1 This Agreement is governed by and shall be construed in accordance with Hong Kong law.
13.2 Any dispute, controversy, difference or claim arising out of, in connection with or relating to (in each such case, in any manner whatsoever) this Agreement (each a “Dispute”), including a Dispute as to the validity or existence of this Agreement, shall be resolved in accordance with the provisions of this clause 13.
(a) A Dispute shall be referred to and resolved finally by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration rules (the “HKIAC Rules”) in force when the Notice of Arbitration is submitted in accordance with the HKIAC Rules, save as modified in clause 13.2(b) below.
(b) A Dispute shall be resolved by an arbitral tribunal consisting of three (3) arbitrators, one appointed by the Issuer, one appointed by the Sellers and the third appointed by the first two arbitrators. The arbitration (including arbitration proceedings and hearing) shall be conducted in English.
(c) Any arbitral award shall be final and binding upon the Parties thereto and shall be enforceable in accordance with its terms. Neither of the Parties shall seek to commence any judicial proceeding with a view to appealing, reviewing or setting aside any arbitral award. All such rights of appeal or judicial review of any arbitral award as would otherwise be exercisable by the Parties are hereby excluded to the fullest extent permitted.
(d) Any arbitral award may be enforced by filing as a judgment in any court of competent jurisdiction or by any other competent application or proceeding in any such court for the enforcement of the arbitral award, as the case may be.
GOVERNING LAW, JURISDICTION AND ARBITRATION. 11.1. These presents shall be governed by, and construed in accordance with, the laws of India. The Parties agree that if the process of the courts is required to be invoked for enforcement of Clause 11.2 (Governing Law, Jurisdiction and Arbitration) below, including for seeking of any interim reliefprior, during or after invocation of Clause 11.2 (Governing Law, Jurisdiction and Arbitration) below, the competent courts at Mumbai, India shall have exclusive jurisdiction and both the parties hereto submit to the same.
11.2. All disputes, differences, claims and questions whatsoever arising out of these presents between the Bank and/ or its representatives and/ or its assigns on the one hand, and the Corporate, on the other hand, concerning or relating to these presents or anything herein contained or in any way relating to or arising from these presents shall be referred to a sole arbitrator to be appointed by the Bank. The arbitration proceedings shall be governed by the provisions of Arbitration and Conciliation Act, 1996. The award of such arbitrator so appointed shall be final and binding on all t he parties to these presents. The seat of arbitration for the arbitration proceedings contemplated herein under the terms of these presents shall be Mumbai, India.
11.3. Notwithstanding anything contained in this Clause 11 (Governing Law, Jurisdiction and Arbitration), in the event that the Bank is under Applicable Law bound to refer/ raise any dispute or difference under these presents before any Debt Recovery Tribunal established under Recovery of Debts Due to Banks and Financial Institutions Act, 1993 (51 of 1993), the Debt Recovery Tribunal at Mumbai, India shall have exclusive jurisdiction over such dispute, difference or claim and the same shall not be referred to arbitration under Clause 11.2 (Governing Law, Jurisdiction and Arbitration) above.
GOVERNING LAW, JURISDICTION AND ARBITRATION. The Facility, this Agreement and the other Transaction Documents are governed by and shall be construed in accordance with the Laws of India. The Parties agree that the courts and tribunals at the place as specified in Schedule 1 hereto, shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement. The Lender shall, in its absolute discretion, commence any legal action or proceeding arising out of this Agreement in any court, tribunal or any other appropriate forum in India and the Borrower(s) hereby consent to that xxxxxxxxxxxx.Xx the extent that the Borrower(s) may, in any jurisdiction, claim for themselves or their assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other Legal Proceeding and to the extent that in any such jurisdiction there may be attributed to themselves or their assets such immunity (whether or not claimed), the Borrower(s) irrevocably waive such immunity and agree not to claim such immunity. In addition, the Lender shall have a right, exercisable in its sole discretion, to refer any dispute arising out of or in connection with the Facility and / or the Transaction Documents or as to the construction, meaning or effect thereof or as to the rights and liabilities of the Parties thereunder, to arbitration in accordance with the Arbitration and Conciliation Act, 1996 or any statutory amendments thereof. In the event the Lender chooses to refer such dispute to arbitration, then it shall be referred to a single arbitrator mutually by the Parties. The seat and venue of arbitration shall be place as specified inSchedule 1 hereto. The arbitration proceedings shall be conducted in English. The award given by the arbitrator shall be final and binding on the Parties hereto.
GOVERNING LAW, JURISDICTION AND ARBITRATION. 12.1. This agreement shall be governed by and construed in accordance with the substantive laws of India without giving effect to the principles of conflict of laws thereunder.
12.2. In case of any Dispute, the parties shall attempt to first resolve such dispute through discussions between the senior executives of the parties. If the Dispute is not resolved through negotiation within 30 (thirty) days after one party has served notice on the other party, then the Dispute shall be resolved in accordance with the provisions of clause 12.3 below.
12.3. In the event that the parties are unable to resolve a Dispute as provided in clause 12.2 above, the Dispute shall be referred to and finally resolved by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996. The arbitral tribunal shall consist of 3 (three) arbitrators, one to be appointed by the claimant, the second to be appointed by the respondent, and the third to be appointed by the 2 (two) arbitrators so appointed.
12.4. All proceedings of such arbitration shall be in the English language. The venue of the arbitration shall be Delhi and the governing law of the arbitration shall be the laws of India. The costs of the arbitration shall be borne by the disputing parties equally, unless the arbitrators direct otherwise in their arbitral award.
GOVERNING LAW, JURISDICTION AND ARBITRATION. 18.1 This Agreement shall be governed by the laws of United Kingdom.
18.2 Each Party waives any objection which it may at any time have to the exclusive jurisdiction of the courts of London, United Kingdom; and agrees not to claim that the said courts are non-convenient or inappropriate forum.
18.3 Any dispute arising between the Parties in connection with this Agreement which cannot be resolved by amicable settlement shall be submitted to a competent judicial court in London, United Kingdom.
