INTERPRETATION; DISPUTES Sample Clauses

INTERPRETATION; DISPUTES. 17.1. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non‐contractual disputes or claims) shall be governed and construed in accordance with the law of England and Wales. 17.2. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non‐contractual disputes or claims). 17.3. No variation of the Agreement shall be effective unless it is in writing and signed by the duly authorised representatives of both Parties. 17.4. Before the Parties resort to litigation to solve any dispute, the Parties agree to schedule a mandatory meeting either remotely (for example, via teleconference) or at a mutually agreeable location, within ten (10) days of the date a Party gives notice of the dispute to the other Party, which meeting will be attended by a senior official of each Party. At that meeting, each Party will present its side of the dispute, and the senior officials will enter into good faith negotiations in an attempt to resolve the dispute. In the event the matter is not so resolved at such meeting or if the meeting does not take place within ten (10) days of the date a Party gives notice of the dispute to the other Party, the Parties reserve all applicable rights and remedies under the Agreement or available at law or in equity. Nothing in this Section 17.4 shall prevent Capita from seeking any interim or interlocutory relief. 17.5. If any provision or part provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but shall not affect the validity and enforceability of the other provisions of the Agreement. If any provision or part provision of the Agreement is deemed deleted under this Section 17.5 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 17.6. Any term or condition of the Agreement which expressly or by implication is required for the interpretation of the Agreement or necessary for the full observation and performance by each Party of all rights and obligations arising prior to the date of expiration or termination shall survive the expiration or termination of the Agreement for any reason.
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INTERPRETATION; DISPUTES. 17.1 The Agreement and the relationship of the Parties under it shall be governed and construed in all respects solely and exclusively by the substantive laws of the state of New York and applicable U.S. federal laws without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. 17.2 The courts situated in the state of New York shall have exclusive jurisdiction over all suits and proceedings arising out of or in connection with the Agreement. Both Parties hereby submit to the jurisdiction of such courts for purposes of any such suit or proceeding and irrevocably waive any claim that such forum is inconvenient or inappropriate. 17.3 The terms herein may not be changed or modified except by a written instrument signed by the duly authorized representatives of both Parties. 17.4 Before the Parties resort to litigation to solve any dispute, the Parties agree to schedule a mandatory meeting at a mutually agreeable location within ten (10) days of the date a Party gives notice of the dispute to the other Party, which meeting will be attended by a senior official of each Party. At that meeting, each Party will present its side of the dispute, and the senior officials will enter into good faith negotiations in an attempt to resolve the dispute. In the event the matter is not so resolved at such meeting, the Parties reserve all applicable rights and remedies under the Agreement or available at law or in equity. 17.5 If any court of competent jurisdiction holds any provision or part provision of the Agreement invalid or unenforceable, the other provisions of the Agreement will remain in full force and effect. If any provision or part provision of the Agreement held invalid or unenforceable only in part will remain in full force and effect to the extent it is not held invalid or unenforceable. The invalid or unenforceable provision shall be changed and interpreted so as to best accomplish its intent within the limits of applicable law or court decisions. 17.6 Any term or condition of the Agreement required for the interpretation of the Agreement or necessary for the full observation and performance by each Party of all rights and obligations arising prior to the date of expiration or termination shall survive the expiration or termination of the Agreement for any reason.
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INTERPRETATION; DISPUTES. In interpreting this Agreement the singular shall be read as the plural in each instance as sense shall require. Any dispute, controversy or claim arising out of or relating to this Agreement, or a breach thereof (except a dispute, controversy or claim involving United States antitrust or antimonopoly laws or the validity or alleged infringement of any patent) shall be finally settled by arbitration in accordance with the Rules of the American Arbitration Association. Any such arbitration shall be conducted in the English language by a sole neutral arbitrator. The arbitration, including the rendering of the award, shall take place in Minneapolis, Minnesota if commenced by Licensor, and Riga, Latvia if commenced by Licensee. Any dispute arising hereunder shall be resolved promptly. The arbitrator shall interpret this Agreement in accordance with the governing substantive law and shall have the power of a court of law and equity, and by order such discovery prior to hearings as to him shall seem appropriate. He shall have the power to enter legal and equitable relief and to award, equally or otherwise, the costs of the arbitration. His award shall be final, binding and nonappealable. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction over the party adversely affected by the award.
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INTERPRETATION; DISPUTES. Any dispute regarding the interpretation of this Stock Option Agreement shall be submitted by the Optionee or by the Company forthwith to the Committee which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee shall be final and binding on all parties. The Optionee hereby agrees to submit any disputes concerning this Agreement to the Committee and to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under this Stock Option Agreement or the Option, including but not limited to, questions concerning its vesting, exercise or termination, and the Optionee’s rights and duties. a Delaware corporation By: /s/ Xxxxxxxxx S.C.S. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx Its: EVP & CFO (Optionee’s Signature) (City, State, Zip Code) (Address) Effective as of today, , 20 , the undersigned (the “Optionee”) hereby elects to exercise the Optionee’s option to purchase the following shares of Common Stock (the “Shares”) of Digital Insight Corporation under and pursuant to the Stock Option Agreement dated , 20 (the “Stock Option Agreement”):
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INTERPRETATION; DISPUTES. In the event of disputes concerning interpretation of these General Terms and Conditions, exclusively the Dutch text will be decisive.
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INTERPRETATION; DISPUTES. Any dispute or disagreement that shall arise under or as a result of this Agreement shall be determined by the Board, or any committee designated by the Board pursuant to the Plan, in its sole discretion and judgment and that any such determination and any interpretation by the Board or any such committee of the terms of this Agreement shall be final and shall be binding and conclusive for all purposes.
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INTERPRETATION; DISPUTES. The validity, construction and interpretation of this Agreement shall be governed by the laws of the State of New Jersey without regard to conflict of laws principles thereof. Both Customer and C&D agree to submit to the exclusive jurisdiction of courts of competent jurisdiction in New Jersey for the resolution of any disputes that may arise under this Agreement.
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Related to INTERPRETATION; DISPUTES

  • Interpretation; Governing Law This Agreement shall be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof.

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement.

  • Governing Law; Interpretation This Agreement shall be interpreted and enforced under the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. In the event of any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or the Company or the “drafter” of all or any portion of this Agreement.

  • Neutral Interpretation This Agreement constitutes the product of the negotiation of the parties hereto and the enforcement hereof shall be interpreted in a neutral manner, and not more strongly for or against any party based upon the source of the draftsmanship hereof.

  • Interpretation and Governing Law This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

  • Arbitration; Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia applicable to agreements made in and wholly to be performed in that jurisdiction, except for matters arising under the Act or the Securities Exchange Act of 1934, which matters shall be construed and interpreted in accordance with such laws. Any controversy or claim arising out of or related to the Transaction Documents or the breach thereof, shall be settled by binding arbitration in Atlanta, Georgia 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 Investor 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 the parties' respective positions in the issues in dispute. Each party submits irrevocably to the jurisdiction of any state court sitting in Atlanta, Georgia or to the United States District Court sitting in Georgia for purposes of enforcement of any discovery order, judgment or award in connection with such arbitration. 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. Although the parties, as expressed above, agree that all claims, including claims that are equitable in nature, for example specific performance, shall initially be prosecuted in the binding arbitration procedure outlined above, if the arbitration panel dismisses or otherwise fails to entertain any or all of the equitable claims asserted by reason of the fact that it lacks jurisdiction, power and/or authority to consider such claims and/or direct the remedy requested, then, in only that event, will the parties have the right to initiate litigation respecting such equitable claims or remedies. The forum for such equitable relief shall be in either a state or federal court sitting in Atlanta, Georgia. Each party waives any right to a trial by jury, assuming such right exists in an equitable proceeding, and irrevocably submits to the jurisdiction of said Georgia court. Georgia law shall govern both the proceeding as well as the interpretation and construction of this Agreement and the transaction as a whole.

  • Interpretation, etc Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

  • Interpretation of Agreement It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.

  • Interpretation of results 2.1.3.1. In the case of all vehicles except those of categories M3, N2 and N3, the time t shall not exceed 20 seconds. 2.1.3.2. In the case of vehicles of categories M3, N2 and N3, the time t shall not exceed 30 seconds.

  • Interpretation Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Declaration of Trust or Bylaws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust or the Fund.

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