Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without reference to the conflict of laws provisions thereof). In case of any controversy or claim arising out of or related to this Agreement or relating to the Executive’s employment (including but not limited to claims relating to employment discrimination), except as expressly excluded herein, each party to this Agreement agrees to give the other party notice of non-compliance with this Agreement and ten (10) days to cure. Should resolution of any controversy or claim not be reached following provision of notice and a reasonable opportunity to cure, then the dispute shall be settled by arbitration, under the American Arbitration Association’s National Rules for the Resolution of Employment Disputes (the “National Rules”). A single arbitrator shall be selected in accordance with the National Rules, and the costs of such arbitration shall be shared equally between the parties, except to the extent expressly set forth in Section 14 above. Any claim or controversy not submitted to arbitration in accordance with this Section 20 (other than as provided under the NDA) shall be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court shall have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 20 shall be final and binding and judgment upon the award may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 20. Without limiting the provisions of this Section 20, the Company and the Executive agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is commenced in connection therewith will be made in the sole discretion of the arbitrator or, if applicable, the court and the arbitrator or court may award reasonable attorneys’ fees, costs and expenses, except to the extent expressly to the contrary in Section 14 above. The Company and the Executive each hereby irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating ...
Governing Law; Jurisdiction; Dispute Resolution. (i) This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of New York, except that matters arising out of or relating to the conversion, exchange or cancellation (as applicable) of the Shares (including Shares represented by ADSs) contemplated by this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands.
(ii) Subject to the exception for jurisdiction the courts of the Cayman Islands in Section 13(l)(i), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “HKIAC Rules”) and as may be amended by this Section 13(l)(ii). 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 HKIAC 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 hereto irrevocably and unconditionally subm...
Governing Law; Jurisdiction; Dispute Resolution. (a) The validity, performance and construction of this contract shall be governed by and construed according to the laws of the Province of Ontario including the federal laws of Canada applicable therein, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law.
Governing Law; Jurisdiction; Dispute Resolution. (a) This Agreement shall be governed by and construed under the state laws of the State of New York, without reference to its conflicts of laws principles.
(b) In the event that any controversy or claim shall arise between the Parties under, out of, in connection with, or relating to this Agreement or the breach thereof, the Party initiating such controversy or making such claim shall provide to the other Party written notice containing a brief and concise statement of the initiating Party’s claims, together with relevant facts supporting them. During a period of ***, or such longer period as may be mutually agreed upon in writing by the Parties, following the date of said notice, the Parties shall make good faith efforts to settle the dispute. Such efforts may include, but shall not be limited to, full presentation of both Parties’ claims and responses, with or without the assistance of counsel, before the chief executive officers (or their designees) of the Parties. If for whatever reason the Parties are unable to resolve the dispute within *** after the issuance of a notice of dispute, then either Party may, by written notice to the other Party, submit the dispute to binding arbitration in accordance with the provisions of Section 14.03(c).
(c) In the event that the Parties have been unable to reach accord using the procedures set forth in Section 14.03(b), either Party may seek final resolution of the matter through binding arbitration upon written notice to the other Party. The failure of a Party to comply with the provisions of Section 14.03(b) with respect to any controversy or claim shall, except as set forth in Section 14.03(d), constitute an absolute bar to the institution of any proceedings, by arbitration or otherwise, by such Party with respect to such controversy or claim. Any such arbitration shall be held in a location that is mutually agreed upon by the Parties, which provides neither party an advantage (or, if the Parties are unable to agree on a location within *** of the initiation of arbitration hereunder, such location shall be New York, New York), in the English language before a single independent, neutral arbitrator, who shall be selected by agreement of the Parties, or, if the Parties cannot agree within *** after commencement of arbitration, then by the American Arbitration Association (“AAA”) in accordance with the then existing Commercial Arbitration Rules of the AAA (the “Rules”) and judgment upon the award rendered by the arb...
Governing Law; Jurisdiction; Dispute Resolution. (a) The validity, performance, interpretation and construction of this Contract and/or the rights and obligations of the parties arising under or in connection with this Contract shall be governed and construed in accordance with the laws of the province of Ontario and those of Canada applicable therein, excluding its choice of law rules and excluding the Convention for the International Sale of Goods.
(b) All disputes arising from or relating to this Contract, with the sole exception of disputes regarding the creation or ownership of any and all intellectual property, shall be irrevocably submitted to arbitration, to be conducted in Toronto, Ontario, Canada, in accordance with the Ontario Arbitration Act, 1991. In the event of any litigation, the Seller expressly agrees and consents to exclusive venue and jurisdiction in the courts of Toronto, Ontario, Canada, unless Xxxxx otherwise agrees in writing. Seller hereby waives any defence of inconvenient forum in connection with the maintenance of any such action or proceeding. Seller further agrees not to bring any action or proceeding in any other court or jurisdiction and expressly waives any subsequent objection to the judicial recognition or enforcement of any award granted hereunder. The language to be used in any proceedings shall be English.
(c) The procedures set forth in this article shall be the sole and exclusive procedures for the resolution of dispute(s) between the parties, arising under or in connection with this Contract; provided, however, that a party may seek an injunction equitable judicial relief if, in its sole judgment, such action is necessary. Despite such action, the parties shall continue to participate in good faith in the procedures specified in this article. Each party is required to continue to perform its obligations under this Contract pending resolution of any dispute(s), unless to do so would be impossible under the circumstances.
Governing Law; Jurisdiction; Dispute Resolution. This Agreement will be governed by and construed in accordance with the substantive laws of: (a) California, U.S.A., if You are in the United States or in a country not associated below with a different governing law; (b) Ontario, Canada if You are in Canada; (c) Victoria, Australia if You are in Australia; (d) Germany if You are in Germany; (e) France if You are in France; (f) Belgium if You are in Belgium, the Netherlands, or Luxembourg; (g) the United Kingdom if You are in the United Kingdom or Italy; (h) Switzerland if You are in Switzerland, and (i) Sweden if You are in Sweden. The following courts or arbitration organizations will have jurisdiction over any disputes related to this Agreement: (a) the federal courts for the Northern District of California or the state courts in Santa Xxxxx County, California when California or Canadian law governs; (b) the Singapore International Arbitration Center if You are in the Asia/Pacific region; (c) the courts of Munich when German law governs; (d) the courts of Paris when French law governs; (e) the courts of Brussels when Belgian law governs; (f) the courts of England and Wales when United Kingdom law governs; (g) the courts of Zurich when Swiss law governs; and (h) the courts of Stockholm when Swedish law governs. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The Uniform Computer Information Transactions Act, as adopted or amended from time to time, does not apply to this Agreement or the Software.
Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without reference to the conflict of laws provisions thereof). The dispute resolution provisions of Section 20 of the Employment Agreement apply to this Agreement.
Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by the laws of the State of California, U.S.A, without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the District Courts of Sacramento County, California. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in the State of California, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum non conveniens. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.
Governing Law; Jurisdiction; Dispute Resolution. This Agreement and the legal relations thus created between the parties hereto will be governed by and construed under and in accordance with the laws of the State of North Carolina without reference to the principles of conflicts of laws. Except as set forth in Subsection (c) below, the parties agree that any dispute arising under this Agreement or involving the subject matter of this Agreement shall first be mediated and, if not resolved by mediation, submitted to mandatory binding arbitration as set forth below. The costs of any such mediation or arbitration proceedings shall be borne equally by the Company and Employee and neither party shall be entitled to recover attorneys’ fees or costs expended in the course of such mediation or arbitration or enforcement of the award rendered thereunder.
Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by and construed under the laws of the State of New York and disputes in connection therewith shall be resolved in courts located in the County of Nassau, State of New York or arbitrated before the American Arbitration Association (the "AAA") in the County of Nassau, State of New York pursuant to the then Rules of the AAA. The parties consent to the jurisdiction of the Supreme Court of the State of New York and of the U.S. District Court sitting in the Eastern District of the State of New York with respect to any and all proceedings and further agree that any and all process and notices of motions or applications in relation to any Court proceedings or arbitration may be served upon a party personally or by registered or certified mail, return receipt requested. The service may be accomplished either within or without the State of New York, and such notice shall be given of all applications and hearings as is provided by the laws of the State of New York. The award of the Courts or arbitrators shall be final and binding upon the parties and judgment thereon may be entered as provided by the laws of the State of New York.
