Xxxxxxxxion. (a) Any dispute, controversy or claim arising out of or relating to the Company's obligations to pay severance benefits under this Agreement, or the breach thereof, shall be settled and resolved solely by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") except as otherwise provided herein. The arbitration shall be the sole and exclusive forum for resolution of any such claim for severance benefits and the arbitrators' award shall be final and binding. The provisions of this Paragraph 5 are not intended to apply to any other disputes, claims or controversies arising out of or relating to Mr. Boren's employment by the Company or the terminatiox xxxxxxx.
(b) Arbitration shall be initiated by serving a written notice of demand for arbitration to Mr. Boren, in the case of the Company, or to the Southexx Xxxxx, in the case of Mr. Boren.
(c) The arbitration shall be held xx Xxxxxxa, Georgia. The arbitrators shall apply the law of the State of Georgia, to the extent not preempted by federal law, excluding any law which would require the application of the law of another state.
(d) The parties shall appoint arbitrators within fifteen (15) business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator shall be appointed by Mr. Boren, one arbitrator shall be appointed by the Company, and xxx two arbitrators shall appoint a third. If the arbitrators cannot agree on a third arbitrator within thirty (30) business days after the service of demand for arbitration, the third arbitrator shall be selected by the AAA.
(e) The arbitration filing fee shall be paid by Mr. Boren. All other costs of arbitration shall be bornx xxxxxxx by Mr. Boren and the Company, provided, however, that the Xxxxxxx xhall reimburse such fees and costs in the event any material issue in such dispute is finally resolved in Mr. Boren's favor and Mr. Boren is reimbursed legal fees xxxxx Xxxagraph 2.(g) xxxxxx.
(f) The parties agree that they will faithfully observe the rules that govern any arbitration between them, they will abide by and perform any award rendered by the arbitrators in any such arbitration, including any award of injunctive relief, and a judgment of a court having jurisdiction may be entered upon an award.
(g) The parties agree that nothing in this Paragraph 5 is intended to preclude any court having jurisdiction from issuing and enforcing in any lawful manner such t...
Xxxxxxxxion. C&S shall act as Supervisor, as defined by the trust agreement governing the particular COHEN& STEERS UIT, in accordance with such trust agreement. The terms of the said trust agreement are incorporated herein by reference. In the event that any provision in this Agreement conflicts in any way with the trust agreement governing a particular COHEN & STEERS UIT, the provisions of trust agreement in respect therexx xxall control.
Xxxxxxxxion. In the event of termination of Employee's employment by the Company in a manner that is a breach of the agreement or termination by him for "good reason" as described below, Employee is entitled to receive post-termination annual bonuses for the full remaining term of the employment agreement and the 24-month period thereafter. Each such post-termination bonus would be in the amount of the highest bonus in and of the years prior to termination. In the event of termination of employment as a result of death or disability or upon normal termination of the agreement in December 2008, Employee will receive such bonuses for the fiscal year in which the termination occurs and for the 24 months following such fiscal year.
Xxxxxxxxion. This Agreement constitutes the full understanding between the parties with reference to the subject matter hereof, and no statements or agreements by or between the parties, whether orally or in writing, except as provided for elsewhere in this Section 9, made prior to or at the signing with respect to the subject matter hereof, shall vary or modify the written terms of this Agreement. Neither party shall claim any amendment, modification, or release from any provisions of this Agreement by mutual agreement, acknowledgment or otherwise, unless such mutual agreement is in writing, signed by the other party, and specifically states that it is an amendment to this Agreement.
Xxxxxxxxion. Unless otherwise provided for in the Proposal(s), either party may terminate this Agreement for any reason at any time. Upon termination, CLIENT shall pay JEFFERSON WELLS' final invoice for all amounts due under the txxxx xx xxxxxxx 4 below.
Xxxxxxxxion. Any controversy or claim arising out of, or relating to this Agreement, or the breach thereof, shall be settled by arbitration in the City of New York in accordance with the rules of the American Arbitration then in effect, and judgement upon the award rendered be entered and enforced in any court having jurisdiction thereof.
Xxxxxxxxion. This Agreement shall terminate upon the mutual written express agreement of ForeFront and the Shareholders. In any event, this Agreement terminates when all of the Escrow Fund has been distributed according to its terms.
Xxxxxxxxion. (a) This Agreement and the transactions contemplated hereby may be terminated prior to Closing:
(i) by mutual written consent of the Seller and the Buyer; or
(ii) by Buyer by giving written notice to the Seller at any time prior to the Closing (A) in the event Parent or Seller has breached any covenant contained in this Agreement in any material respect, Buyer has notified the Seller of the breach, and the breach has continued without cure for a period of 15 calendar days after the notice of breach (or, if less, that date which is 15 calendar days prior to the Closing Date), (B) if the Closing shall not have occurred on or before August 11, 2002 (or, if the Securities and Exchange Commission shall have communicated substantive comments on the proxy statement filed by the Seller in connection with the transactions contemplated by this Agreement, September 30, 2002) unless extended by written agreement of the parties, by reason of the failure of any condition precedent under 7.01 or 7.02 hereof (unless the failure results primarily from the Buyer itself breaching any covenant contained in this Agreement), or (C) upon the voluntary or involuntary filing for bankruptcy protection by Parent or Seller or the liquidation of Parent, Seller or the Purchased Assets unless, in the case of an involuntary bankruptcy, such proceeding is dismissed within 30 days of such filing; or
(iii) by the Seller by giving written notice to Buyer at any time prior to the Closing (A) in the event Buyer has breached any covenant contained in this Agreement in any material respect, the Seller has notified Buyer of the breach, and the breach has continued without cure for a period of 15 calendar days after the notice of breach (or, if less, that date which is 15 calendar days prior to the Closing Date), or (B) if the Closing shall not have occurred on or before August 11, 2002 (or, if the Securities and Exchange Commission shall have communicated substantive comments on the proxy statement filed by the Seller in connection with the transactions contemplated by this Agreement, September 30, 2002) unless extended by written agreement of the Parties, by reason of the failure of any condition precedent under Section 7.01 hereof (unless the failure results primarily from the Seller itself breaching any covenant contained in this Agreement).
(b) In the event of any termination of this Agreement prior to the Closing Date, this Agreement shall forthwith become wholly void and of no further force...
