Arbitration Dispute Resolution. All matters in dispute hereunder which are not mutually resolved by the parties after good faith negotiation shall be resolved between the parties pursuant to final and binding arbitration as follows:
Arbitration Dispute Resolution. Unless otherwise provided for in this Agreement, any conflict or disagreement arising out of the interpretation, implementation or compliance with the provisions of this Agreement shall be finally settled pursuant to the provisions of Article 6 (Arbitration; Dispute Resolution) of that certain Contribution Agreement by and between Intelligroup, Inc. and SeraNova, Inc. dated as of January 1, 2000, which provisions are incorporated herein by reference. -19- 20 Section 8.12. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. -20- 21 IN WITNESS WHEREOF the parties hereto have caused this Distribution Agreement to be duly executed by these respective authorized officers as of the date first above written. INTELLIGROUP, INC. By: /s/ Ashok Pandey ---------------------------------- Name: Title: SERANOVA, INC. By: /s/ Raj Koneru ---------------------------------- Name: Raj Koneru Title: CEO -21- 22 SCHEDULE 1.1 SHARED LIABILITIES
Arbitration Dispute Resolution. The procedures for negotiation and binding arbitration set forth in Article V of the Master Separation Agreement shall apply to any dispute, controversy or claim (whether sounding in contract, tort or otherwise) that arises out of or relates to this Agreement, the alleged breach hereof, or the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the date hereof).
Arbitration Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration. The arbitration shall be administered by the Denver, Colorado office of the American Arbitration Association in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Such arbitration proceedings shall be conducted in Denver, Colorado, or such other location as the parties may agree. The dispute will be heard by a panel of three arbitrators, each with a familiarity with pharmaceutical manufacturing and/or pharmaceutical research and development. One arbitrator shall be appointed by each of the parties and the third appointed by the other two arbitrators. The determination of the arbitrators shall be conclusive and binding upon both parties. The parties acknowledge and agree that any arbitration judgment may be enforced against either or both of them in a court of competent jurisdiction. The arbitrators' award as to the payment of the costs of arbitration shall be binding upon the parties. The prevailing party in any arbitration conducted in accordance with this paragraph will be entitled to attorneys' fees and costs.
Arbitration Dispute Resolution. Any dispute or claim arising out of or in connection with this Agreement will be finally settled by binding arbitration in New York, New York, in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association by one (1) arbitrator appointed in accordance with said rules. The arbitrator shall apply Delaware law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision.
Arbitration Dispute Resolution. Etc. Unless otherwise provided herein, in the event that there shall be a dispute (a “Dispute”) among the parties arising out of or relating to this Agreement, or the breach thereof, the parties agree that such dispute shall be resolved by final and binding arbitration before a single arbitrator in San Diego County, California, administered by the American Arbitration Association (the “AAA”), in accordance with the National Rules for the Resolution of Employment Disputes of the AAA (the “Rules”). If the parties are unable to agree upon an arbitrator, one shall be appointed by the AAA in accordance with the Rules. The arbitrator’s decision shall be final and binding upon the parties, and may be entered and enforced in any court of competent jurisdiction by either of the parties. The arbitrator shall have the power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance. The Company will pay the direct costs and expenses of the arbitration. You and the Company are responsible for your respective attorneys’ fees incurred in connection with enforcing this Agreement; however, you and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees within forty-five (45) days following any such award, but in no event later than the last day of your taxable year following the taxable year in which the fees were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of your termination of employment. This Section 11 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to your employment; provided, however, that neither this Agreement nor the submission to arbitration shall limit the parties’ right to seek provisional relief, including without limitation, injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both you and the Company expressly waive your rights to a jury trial.
Arbitration Dispute Resolution. Any controversy, dispute, or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgement on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. There shall be three arbitrators, and the arbitration shall be conducted in the English language in New York, New York, U.S.A.
Arbitration Dispute Resolution. Any disagreement, dispute, controversy, claim, suit, action or proceeding (collectively, a “Dispute”) arising out of or relating to this Agreement or the interpretation of this Agreement or any arrangements relating to this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall be settled by final and binding arbitration in accordance with the following:
Arbitration Dispute Resolution. Except (i) as specifically provided otherwise in Section 5.8, (ii) as necessary to enforce any arbitral award, or (iii) as necessary to secure injunctive relief with respect to the enforcement of Section 5.4(a), Section 9.1 and Section 13.19, any controversy or claim, whether based on contract, tort, statute or other legal or equitable theory (including any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement including this Section 13.20) arising out of or related to this Agreement (excluding only the matters covered by Section 5.8(c)), or the breach or termination of this Agreement (any such controversy or claim, a “Dispute”) will be resolved in accordance with the terms, conditions, rules and procedures set forth on Exhibit C attached hereto. The Members acknowledge and agree that this Section 13.20 is intended to cover controversies and claims that could otherwise be resolved through litigation and is not intended as a dispute resolution for conflicts among the Members or Managers regarding decisions to approve or disapprove matters requiring such approval.
Arbitration Dispute Resolution. If the prime Contract Documents contain a claims procedure or other provision for the determination of claims or disputes, SUBCONTRACTOR will be bound by such provision. If a dispute arises between CONTRACTOR and Owner that is related to the performance of SUBCONTRACTOR, then SUBCONTRACTOR, at its expense, will furnish all documents, testimony, witnesses and attorney fees that may be necessary to sustain or defend SUBCONTRACTOR'S performance. If permitted by the Contract Documents or by the arbitrator or other decider, SUBCONTRACTOR will become a party to the proceedings and will be bound by the award or decision. If SUBCONTRACTOR is not permitted to become a party in its own name, it shall sustain or defend its performance in the name of the CONTRACTOR. If SUBCONTRACTOR fails or refuses to defend its position, SUBCONTRACTOR will still be bound by the decision or award, and by any compromise or settlement that may be agreed to between Owner and the CONTRACTOR in good faith. If any dispute that is not covered by the preceding subparagraph arises regarding the work required under this Subcontract, or regarding the rights and obligations of SUBCONTRACTOR under the terms of this Agreement or the Contract Documents, or if any dispute arises between two or more SUBCONTRACTORS regarding the Contract Documents or the work to be performed on this project, such dispute shall be subject to arbitration. Arbitration shall be in accordance with the Construction Industry Rules of the American Arbitration Association in effect at the time the arbitration is held, and a judgment shall be entered on the award. Should any party refuse or neglect to appear or participate in arbitration proceedings, the arbitrator is empowered to decide the controversy in accordance with whatever evidence is presented by the parties who do appear. The arbitrator will award to the prevailing party or parties actual attorneys' fees, interest, and such other sums as he shall deem proper for the time, expense, and trouble of arbitration. The arbitrator is also authorized to make an award in favor of one SUBCONTRACTOR and against another.