INTERPRETATION; DISPUTES Sample Clauses
The INTERPRETATION; DISPUTES clause defines how the terms of the contract should be understood and sets out the procedures for resolving disagreements between the parties. Typically, this clause clarifies the rules for interpreting ambiguous language, such as prioritizing specific provisions over general ones or referencing external legal principles. It also outlines the steps to be taken if a dispute arises, which may include negotiation, mediation, arbitration, or litigation. The core function of this clause is to ensure clarity in contract interpretation and to provide a structured process for resolving conflicts, thereby reducing uncertainty and potential legal disputes.
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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.
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.
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.
INTERPRETATION; DISPUTES. In the event of disputes concerning interpretation of these General Terms and Conditions, exclusively the Dutch text will be decisive.
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.
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/ ▇▇▇▇▇▇▇▇▇ S.C.S. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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”):
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.
INTERPRETATION; DISPUTES. This Agreement may be interpreted along with right and obligations resulting from concerned parties in accordance with laws and applicable regulations in the United Arab Emirates, such disputes are to be solved amicably, and in case such disputes not solved within 7 days, it shall be referred to the specialised court in the UAE.