Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of Oklahoma, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum. (b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 hereto), or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULES") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided however, that if the two (2) arbitrators fail to appoint the third (3rd) arbitrator within thirty (30) days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma City, Oklahoma. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses). (c) Nothing contained in this SECTION 11.17 shall prevent any Party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Group 1 Automotive Inc), Stock Purchase Agreement (Group 1 Automotive Inc)
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of OklahomaCalifornia, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 hereto), or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULES") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, each party hereto within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided howeverPROVIDED, HOWEVER, that if the two (2) arbitrators fail to appoint the third (3rd) arbitrator within thirty (30) days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityLos Angeles, OklahomaCalifornia. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Nothing contained in this SECTION 11.17 shall prevent any Party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction.
Appears in 1 contract
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17Section 12.10, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of OklahomaTennessee, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 hereto)Agreement, or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULESRules") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, each party hereto within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided provided, however, that if the two (2) arbitrators fail are unable to appoint agree on the appointment of the third (3rd) arbitrator within thirty (30) 30 days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityAtlanta, OklahomaGeorgia. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Nothing contained in this SECTION 11.17 Section 12.10 shall (i) prevent any Party party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction, or (ii) prevent the Buyer from enforcing its rights under the Non- Competition Agreement in the State of North Carolina.
Appears in 1 contract
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17Section 12.13, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of OklahomaSouth Carolina, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 Section 1.2(c) hereto)) or to the Other Basic Agreements, or the interpretation or breach hereof or thereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunderhereunder or thereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULES") to the extent such AAA Rules are not inconsistent with this Agreement. To the extent practicable, all existing disputes or controversies or claims under this Agreement and the Other Basic Agreements shall be consolidated as one action. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, each party hereto within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided howeverPROVIDED, HOWEVER, that if the two (2) arbitrators fail are unable to appoint agree on the appointment of the third (3rd) arbitrator within thirty (30) 30 days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityCharlotte, OklahomaNorth Carolina. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Nothing contained in this SECTION 11.17 Section 12.13 shall prevent any Party party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction.
Appears in 1 contract
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17Section 12.10, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of Oklahoma, Florida and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 hereto)Agreement, or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULES") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, each party hereto within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided howeverPROVIDED, HOWEVER, that if the two (2) arbitrators fail are unable to appoint agree on the appointment of the third (3rd) arbitrator within thirty (30) 30 days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityPinellas County, OklahomaFlorida. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Nothing contained in this SECTION 11.17 Section 12.10 shall prevent any Party party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction in the State of Florida; nothing contained in this Section 12.10 shall prevent the Buyer from enforcing the Non-Competition Agreement in any court of competent jurisdiction.
Appears in 1 contract
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17Section 13.14, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of OklahomaNorth Carolina, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 Section 1.2(d) hereto), or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULESRules") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, each party hereto within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided provided, however, that if the two (2) arbitrators fail are unable to appoint agree on the appointment of the third (3rd) arbitrator within thirty (30) 30 days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityCharlotte, OklahomaNorth Carolina. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Nothing contained in this SECTION 11.17 Section 13.13 shall (1) prevent the Buyer from bringing any judicial proceeding against the Sellers in the State of Florida, or (2) prevent any Party party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction. Nothing contained in this Section 13.13 shall prevent the Buyer from enforcing the Non-Competition Agreement in any court of competent jurisdiction.
Appears in 1 contract
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of Oklahoma, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.[Intentionally Deleted]
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 heretosubsection (c) below), or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULES") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by the Buyer and another one of whom shall be appointed by Seller, the Seller within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided howeverPROVIDED, HOWEVER, that if the two (2) arbitrators fail are unable to appoint agree on the appointment of the third (3rd) arbitrator within thirty (30) 30 days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityCharlotte, OklahomaNorth Carolina. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Notwithstanding the provisions of Sections 12.13(a) or 12.13(b), any dispute relating to accounting matters shall be resolved as provided in this Section 12.13(c). The parties first shall use reasonable efforts to resolve any such accounting dispute. In the event the dispute has not been resolved within a reasonable amount of time, either the Buyer, on the one hand, or the Seller, on the other hand, may provide written notice to the other party that the matter will be submitted to a "Big Five" accounting firm mutually acceptable to the Buyer and the Seller (the "ACCOUNTANTS") for resolution. If issues in dispute are submitted to the Accountants for resolution: (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to the party or its subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) such determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) the Buyer and the Seller shall each bear 50% of the fees and expenses of the Accountants for such determination.
(d) Nothing contained in this SECTION 11.17 Section 12.13 shall prevent any Party party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction.
Appears in 1 contract
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17Section 14.12, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of OklahomaNorth Carolina, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 hereto)Agreement, or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULESRules") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, each party hereto within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided provided, however, that if the two (2) arbitrators fail are unable to appoint agree on the appointment of the third (3rd) arbitrator within thirty (30) 30 days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityCharlotte, OklahomaNorth Carolina. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Nothing contained in this SECTION 11.17 Section 14.12 shall prevent any Party party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdictionjurisdiction in the State of North Carolina.
Appears in 1 contract
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17Section 12.10, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of OklahomaOhio, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 hereto)Agreement, or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULES") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, each party hereto within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided howeverPROVIDED, HOWEVER, that if the two (2) arbitrators fail are unable to appoint agree on the appointment of the third (3rd) arbitrator within thirty (30) 30 days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityColumbus, OklahomaOhio. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Nothing contained in this SECTION 11.17 Section 12.10 shall prevent any Party party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction in the State of North Carolina; nothing contained in this Section 12.10 shall prevent the Buyer from enforcing the Non-Competition Agreement in any court of competent jurisdiction.
Appears in 1 contract
Sources: Asset Purchase Agreement (Kemp Schaeffer Rowe & Lardiere)
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17Section 12.13, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of OklahomaTennessee, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 Section 1.2(c) hereto), or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULESRules") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, each party hereto within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided provided, however, that if the two (2) arbitrators fail are unable to appoint agree on the appointment of the third (3rd) arbitrator within thirty (30) 30 days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityAtlanta, OklahomaGeorgia. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Nothing contained in this SECTION 11.17 Section 12.13 shall (i) prevent any Party party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction, or (ii) prevent the Buyer from enforcing its rights under the Non-Competition Agreement in the State of North Carolina.
Appears in 1 contract
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17Section 12.10, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of OklahomaOhio, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 hereto)Agreement, or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULESRules") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, each party hereto within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided provided, however, that if the two (2) arbitrators fail are unable to appoint agree on the appointment of the third (3rd) arbitrator within thirty (30) 30 days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityColumbus, OklahomaOhio. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Nothing contained in this SECTION 11.17 Section 12.10 shall prevent any Party party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction in the State of North Carolina; nothing contained in this Section 12.10 shall prevent the Buyer from enforcing the Non-Competition Agreement in any court of competent jurisdiction.
Appears in 1 contract
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17Section 12.13, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of OklahomaNorth Carolina, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 Section 1.2(c) hereto), or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULES") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, each party hereto within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided howeverPROVIDED, HOWEVER, that if the two (2) arbitrators fail are unable to appoint agree on the appointment of the third (3rd) arbitrator within thirty (30) 30 days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityCharlotte, OklahomaNorth Carolina. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Nothing contained in this SECTION 11.17 Section 12.13 shall prevent any Party party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction.
Appears in 1 contract
Jurisdiction; Arbitration. In the event that there shall be any dispute arising out of or in any way relating to this Agreement, the Parties covenant and agree as follows:
(a) Subject The Parties shall first use their reasonable best efforts to the other provisions of this SECTION 11.17resolve such dispute among themselves, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of Oklahoma, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forumwithout mediation.
(b) Any disputeIf the Parties are unable to resolve such dispute among themselves, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 hereto), or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), such dispute shall be resolved by submitted to binding arbitration in Greenville, South Carolina, under the commercial arbitration rules auspices of, and pursuant to the rules, of the American Arbitration Association Association's Commercial Arbitration Rules as then in effect, or such other procedures as the Parties may agree to at the time, before a tribunal of three arbitrators, one of which shall be selected by the Sellers, one of which shall be selected by the Buyer, and the third of which shall be selected by the two arbitrators so selected.
(c) Any award issued as a result of such arbitration shall be final and binding between the "AAA RULES") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may Parties, and shall be entered in enforceable by any court having jurisdiction thereof over the party against whom enforcement is sought. A ruling by the arbitrators is shall be non-appealable. The Parties agree to abide by and perform any award rendered by the arbitrators.
(d) If either the Sellers or the Buyer seeks enforcement of this Agreement or seeks enforcement of any award rendered by the arbitrators, then the prevailing Party (designated by the arbitrators) to such court proceeding(s) shall be entitled to recover all of its costs and expenses from the non-prevailing Party, in addition to any other relief to which it may be asked entitled.
(e) If a dispute arises and one Party fails or refuses to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third designate an arbitrator within thirty (30) days after their appointment; provided howeverreceipt of a written notice that an arbitration proceeding is to be held, that then the dispute shall be resolved solely by the arbitrator designated by the other Party and such arbitration award shall be as binding as if the two three (23) arbitrators fail to appoint the third (3rd) arbitrator within thirty (30) days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma City, Oklahoma. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties had participated in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses)arbitration proceeding.
(cf) Nothing contained Either the Sellers or the Buyer may cause an arbitration proceeding to commence by giving the other Party notice in writing of such arbitration. The Sellers and the Buyer covenant and agree to act as expeditiously as practicable in order to resolve all disputes by arbitration.
(g) Notwithstanding anything in this SECTION 11.17 Section to the contrary, neither the Sellers nor the Buyer shall prevent any Party hereto be precluded from seeking court action in the event the action sought is either injunctive action, a restraining order or other equitable relief.
(h) The arbitration proceeding shall be held in English.
(i) Legal process in any action or proceeding referred to in the preceding Article may be served on any party anywhere in the world.
(j) Except as expressly provided herein and except for injunctions and other equitable relief remedies that are required in order to which it would otherwise enforce the binding provisions of this Agreement, no action may be entitled from a brought in any court of competent jurisdictionlaw and EACH OF THE PARTIES WAIVES ANY RIGHTS THAT IT MAY HAVE TO BRING A CAUSE OF ACTION IN ANY COURT OR IN ANY PROCEEDING INVOLVING A JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Appears in 1 contract
Sources: Stock Purchase Agreement (South Financial Group Inc)
Jurisdiction; Arbitration. (a) Subject to the other provisions of this SECTION 11.17Section 12.13, any judicial proceeding brought with respect to this Agreement must be brought in any court of competent jurisdiction in the State of OklahomaTexas, and, by execution and delivery of this Agreement, each party hereto (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
(b) Any dispute, claim or controversy arising out of or relating to this Agreement (except for accounting matters provided for in Article 1 Section 1.2(c) hereto), or the interpretation or breach hereof (including, without limitation, any of the foregoing based upon a claim to any termination fee hereunder), shall be resolved by binding arbitration under the commercial arbitration rules of the American Arbitration Association (the "AAA RULES") to the extent such AAA Rules are not inconsistent with this Agreement. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof or such court may be asked to judicially confirm the award and order its enforcement, as the case may be. The demand for arbitration shall be made by any Party party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceedings, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be appointed by Buyer and another of whom shall be appointed by Seller, each party hereto within thirty (30) days after any request for arbitration hereunder. The two arbitrators thus appointed shall choose the third arbitrator within thirty (30) days after their appointment; provided howeverPROVIDED, HOWEVER, that if the two (2) arbitrators fail are unable to appoint agree on the appointment of the third (3rd) arbitrator within thirty (30) 30 days after their appointment, either arbitrator may petition the American Arbitration Association to make the appointment. The place of arbitration shall be Oklahoma CityHouston, OklahomaTexas. The arbitrators shall be instructed to render their decision within sixty (60) days after their selection and to allocate all costs and expenses of such arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses).
(c) Nothing contained in this SECTION 11.17 Section 12.13 shall prevent any Party party hereto from seeking any equitable relief to which it would otherwise be entitled from a court of competent jurisdiction.
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