Common use of Arbitration Clause in Contracts

Arbitration. Final and binding arbitration in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise.

Appears in 4 contracts

Samples: Commercialization Agreement (Ambit Biosciences Corp), Commercialization Agreement (Ambit Biosciences Corp), Commercialization Agreement (Ambit Biosciences Corp)

Arbitration. Final and binding If any Dispute remains unresolved after ten (10) days of informal resolution attempts, promptly upon written request from either Ideal Power or Warrantee to the other, such Dispute shall be submitted for arbitration to be administered by the International Centre for Dispute Resolution in accordance with this Section 10.7 shall be in accordance with the Commercial its International Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria Rules. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in before a panel of three neutral arbitrators, all of whom shall be members of the English language bar of the state of Texas. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based arbitration, including the calculation rendering of any damages awarded. The arbitrator the award, shall be authorized to award compensatory damages take place in Austin, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed Texas. Judgment on the award rendered by the arbitrator arbitrator(s) may be enforced entered in any court having competent jurisdiction thereof , or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding . The Parties agree that language to be used in the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except English. Except as may lawfully be required in judicial proceedings relating by law or to enforce the award, none of Ideal Power, Warrantee or any arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties to the arbitration or otherwise proceeding.

Appears in 4 contracts

Samples: Limited Warrant, Limited Warrant, Limited Warrant

Arbitration. Final and If the senior management of the Parties are unable to resolve such dispute within a thirty (30) day period following such escalation, either Party may submit the matter to binding arbitration in accordance with this Section 10.7 shall 11.6(b). Except as specified below, the arbitration will be conducted in accordance with the Commercial Arbitration Rules rules of, and Supplementary Procedures for Large Complex Disputes of under the auspices of, the American Arbitration Association ( the “AAA” ) ). The arbitration will be conducted by a single arbitrator arbitrator with relevant technical expertise who is jointly selected by the Parties or, if the Parties cannot mutually agree, is selected by the AAA administrator and is not employed by and does not have a material financial relationship with, a Party or any of its Affiliates. Either Party may The arbitration shall take place at a location that is jointly selected by the Parties or, following if the end Parties cannot mutually agree, is selected by such AAA administrator. This Agreement will remain in effect pending completion of the good faith negotiation period referenced in proceedings brought under this Section 10.7.2 11.6(b). Within ten (10) business days after the arbitrator is selected, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice each Party will submit to the other arbitrator that Party . Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature ’s proposed resolution of the dispute and the values at risk justification therefor. If the Parties cannot agree on such arbitrator All arbitration proceedings must be completed within fifteen thirty ( 15 30) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of arbitration is convened. The Parties hereby agree that the arbitrator has authority to issue rulings and orders regarding all procedural and evidentiary matters that the arbitrator deems reasonable and necessary with or without petition therefor by the Parties as well as the final ruling and judgment. Rulings will be issued by written order summarizing the arbitration hearing proceedings. Any judgment or award by the arbitrator in any dispute will have the same force and effect as the final judgment of a court of competent jurisdiction. Nothing in this arbitration clause will prevent either Party from seeking a pre-award attachment of assets or injunctive relief to enforce its rights in intellectual property, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based confidentiality, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award or non- economic or punitive damages to the extent expressly excluded solicit obligations under this Agreement, or (ii) reform to enjoin any event that might cause irreparable injury, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either jurisdiction prior to or during any arbitration if necessary to protect an award on the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond merits by the arbitrator , the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 4 contracts

Samples: VirTra, Inc, VirTra, Inc, Modern Round Entertainment Corp

Arbitration. Final Subject to Section 18, any past, present, or future dispute or other controversy (hereafter a “Dispute”) arising under or in connection with Executive’s employment with the Company or any Affiliate, or the termination thereof, and/or the Agreement, whether in contract, in tort, statutory or otherwise, and including both claims brought by Executive and claims brought against Executive, shall be finally and solely resolved by binding arbitration in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of Harris County, Texas, administered by the American Arbitration Association ( the “AAA”) in accordance with the Employment Arbitration Rules and Mediation Procedures of the AAA, this Section 26 and, to the maximum extent applicable, the Federal Arbitration Act (provided that nothing herein shall require arbitration of a Dispute which, by law, cannot be the subject of a compulsory arbitration agreement). Such arbitration shall be conducted by a single arbitrator. Either Party may, following arbitrator (the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk “Arbitrator”). If the Parties parties cannot agree on such arbitrator the choice of an Arbitrator within fifteen (15) 30 days of request by a Party for arbitration after the Dispute has been filed with the AAA, then such arbitrator the Arbitrator shall be appointed by selected pursuant to the Employment Arbitration Rules and Mediation Procedures of the AAA , which arbitrator must meet the foregoing criteria . The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators Arbitrator may proceed to an award, award notwithstanding the failure of either Party any party to participate in the such proceedings. Except as set forth in Section 18, above, the arbitrator, and not any federal or state court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, and/or formation of this Agreement, including any dispute as to whether (i) a particular claim is subject to arbitration hereunder, and/or (ii) any part of this Section 26 is void or voidable. The costs of the arbitration and arbitrator fees shall be instructed that time borne equally by the parties, and each party shall bear its own legal costs and related expenses in connection with any arbitration. However, if Executive is of the essence prevailing party in any final and binding arbitral award on a material issue in the arbitration proceeding , the Company shall reimburse Executive for Executive’s reasonable attorney’s fees incurred in connection with the arbitration. To the maximum extent practicable, an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Dispute with the AAA. The arbitrator shall, within forty-five (45) calendar days after the conclusion Arbitrator may allow discovery in its discretion but shall be mindful of the arbitration hearing, issue a written award and statement Parties’ goal of decision describing settling disputes in the essential findings and conclusions on which the award is based, including the calculation of any damages awarded most efficient manner possible. The arbitrator Arbitrator shall be authorized empowered to impose sanctions and to take such other actions as the Arbitrator deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. The award compensatory damages of the Arbitrator shall be (a) the sole and exclusive remedy of the parties, but (b) final and binding on the parties hereto except for any appeals provided by the Federal Arbitration Act, and (c) in writing and shall state the reasons for the award. Only the state and federal courts sitting in Houston, Texas shall have jurisdiction to enter a judgment upon any award rendered by the Arbitrator, and the parties hereby consent to the personal jurisdiction of such courts and waive any objection that such forum is inconvenient. Unless prohibited by law, the parties agree to take all steps necessary to protect the confidentiality of the Dispute and all materials from the arbitration in connection with any court proceeding, agree to use their reasonable best efforts to file all Confidential Information (and all documents containing Confidential Information) under seal in any court proceeding permitted herein, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement. This Section 26 shall not be authorized to preclude (i) award the parties at any time from agreeing to pursue non- economic or punitive damages binding mediation of the Dispute prior to the extent expressly excluded under this Agreement, arbitration hereunder (provided that neither party shall be obligated to participate in non-binding mediation against its will) or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on Company from pursuing the award rendered by the arbitrator may be enforced remedies available under Section 18 in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 4 contracts

Samples: Employment Agreement (Parker Drilling Co /De/), Employment Agreement (Parker Drilling Co /De/), Employment Agreement (Parker Drilling Co /De/)

Arbitration. Final Subject to the last sentence of this Section 12, any dispute, controversy or claim arising out of or relating to this Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) (each, a “Dispute”) shall be finally settled by arbitration. The place of arbitration shall be Hong Kong, and binding the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force as at the date of this Section 10.7 Agreement (the “HKIAC Rules”). The arbitration shall be decided by a tribunal of three (3) arbitrators, whose appointment shall be in accordance with the Commercial HKIAC Rules. Arbitration Rules and Supplementary Procedures for Large Complex Disputes proceedings (including but not limited to any arbitral award rendered) shall be in English. Subject to the agreement of the American Arbitration Association (“AAA” tribunal, any Dispute(s) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice which arise subsequent to the other Party. Within fifteen (15) Business Days commencement of delivery arbitration of such notice any existing Dispute(s), the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in resolved by the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or tribunal already appointed to hear the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria existing Dispute(s). The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion award of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator tribunal shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to final and conclusive and binding upon the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that parties as from the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed date rendered. Judgment on the upon any award rendered by the arbitrator may be entered and enforced in any court having competent jurisdiction thereof over a party or any of its assets. For the purpose of the enforcement of an award, or application may be made the parties irrevocably and unconditionally submit to the jurisdiction of any competent court for a judicial recognition and waive any defenses to such enforcement based on lack of the award personal jurisdiction or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise inconvenient forum.

Appears in 4 contracts

Samples: Support Agreement (Accor), Support Agreement (Ctrip Com International LTD), Support Agreement (Ji Qi)

Arbitration. Final (a) All disputes, controversies and binding arbitration claims arising out of or relating to the Coordination Agreement, any Governing Agreement, the Company’s affairs, the rights or interests of the Members or the estate of any deceased Member (to the extent that they are related to any of the foregoing), or any breach or termination or alleged breach or termination of the Coordination Agreement or any Governing Agreement (“Disputes”), whether arising during or after the Company’s term or liquidation, shall be determined in accordance with this Section 10.7 10.05. (b) All Disputes shall first be in accordance with reviewed by the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association Chief Executive Officer (“ AAA Executive Review ) ). Any party to a Dispute may invoke Executive Review by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party party or parties thereto and the Chief Executive Officer. Within fifteen (15) Business Days As soon as practicable and in any event within 30 days after receipt of delivery notice of such notice a Dispute, the Parties Chief Executive Officer shall meet and discuss attempt in good faith to resolve such Dispute. In the event that any Dispute remains unresolved 45 days after notice thereof to the Chief Executive Officer, such Dispute shall be finally determined by an arbitral tribunal under the Rules of Arbitration (the “ICC Rules”) of the International Chamber of Commerce (the “ICC”) and agree on in accordance with Section 10.05(c). ( a c) The arbitral tribunal determining any Dispute shall be comprised of three arbitrators. Each party to a Dispute shall designate one arbitrator. If a party fails to designate an arbitrator within a reasonable period, the ICC shall designate an arbitrator for such party, including upon a request by another party. The two arbitrators designated by the parties to resolve a Dispute (or, if applicable, the issue ICC) shall designate a third arbitrator. In the event that the two arbitrators designated by the parties to a Dispute (or, which if applicable, the ICC) are unable to agree upon a third arbitrator within a reasonable period, the third arbitrator shall be neutral selected in accordance with the ICC Rules by the ICC. The language, place and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature procedures of the dispute arbitration of any Dispute shall be as agreed upon by the parties to such Dispute or, failing such agreement within a reasonable period, as determined in accordance with the ICC Rules in order to ensure a speedy, efficient and the values at risk just resolution of such Dispute. If neither the Parties cannot parties nor the arbitral tribunal can agree on such arbitrator within fifteen (15) days of request by a Party for arbitration upon procedures, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in accordance with the English language ICC’s procedures. The arbitrators hearings and taking of evidence of any Dispute may proceed to an award be conducted at any locations that will, notwithstanding the failure of either Party to participate in the proceedings judgment of the arbitral tribunal, result in a speedy, efficient and just resolution of such Dispute. The arbitrator parties to any dispute shall be instructed that time is use their best efforts to cooperate with each other and the arbitral tribunal in order to obtain a resolution as quickly as possible, including by adopting the ICC’s “fast-track” procedure (as provided for in Article 32(1) of the essence in the arbitration proceeding ICC Rules) if appropriate. The arbitrator shall, within forty-five ( 45 d) calendar days after the conclusion Notwithstanding any provision of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party this Section 10.05 shall have be construed to the right maximum extent possible to seek equitable relief or interim or provisional relief from comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction jurisdiction that any provision or wording of this Section 10.05, including a temporary restraining order the ICC Rules, preliminary injunction shall be invalid or unenforceable under the Delaware Arbitration Act or other interim equitable relief applicable law, concerning a dispute either prior to or during any arbitration if necessary to protect the interests such invalidity shall not invalidate all of such Party or to preserve the status quo pending the arbitration proceeding this Section 10.05. The Parties agree In that the arbitration case, this Section 10.05 shall be kept confidential and that construed so as to limit any term or provision so as to make it valid or enforceable within the existence requirements of the proceeding and any element of its (including any pleadings, briefs Delaware Arbitration Act or other documents submitted applicable law, and, in the event such term or exchanged, any testimony or other oral submissions and any awards) shall provision cannot be disclosed beyond the arbitrator so limited, the Parties, their counsel and any Person necessary this Section 10.05 shall be construed to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration omit such invalid or otherwise unenforceable provision.

Appears in 3 contracts

Samples: Operating Agreement (Lazard LTD), Operating Agreement (Lazard LTD), Operating Agreement (Lazard LTD)

Arbitration. Final (a) If a Dispute is not resolved by mediation as provided in Section 13.3 within thirty (30) days of the selection of a mediator (unless the mediator chooses to withdraw sooner), either party may submit the Dispute to be finally resolved by arbitration pursuant to the CPR Rules for Non-Administered Arbitration as then in effect (the “CPR Arbitration Rules”). The parties consent to a single, consolidated arbitration for all known Disputes existing at the time of the arbitration and binding for which arbitration in accordance with this Section 10.7 is permitted.(b) The neutral organization for purposes of the CPR Arbitration Rules will be the CPR. The arbitral tribunal shall be composed of three arbitrators who are each experienced in the U.S. reinsurance business, of whom each party shall appoint one in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes “screened” appointment procedure provided in Rule 5.4 of the American CPR Arbitration Association (“AAA”) by Rules. The non-party appointed arbitrator must have prior U.S. reinsurance experience as a single arbitrator. Either Party may present or former officer or management employee of a reinsurance company, following the end but not of the good faith negotiation period referenced in Section 10.7.2 Company, refer or the Reinsurer, or any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria affiliates. The arbitration shall be held conducted in New York York City. Each party shall be permitted to present its case, New York witnesses and evidence, and if any, in the presence of the other party. A written transcript of the proceedings shall be conducted in made and furnished to the English language parties. The arbitrators may proceed shall determine the Dispute in accordance with the law of Virginia, without giving effect to an award any conflict of law rules or other rules that might render such law inapplicable or unavailable, notwithstanding and shall apply this Agreement according to its terms, provided that the failure of either Party provisions relating to participate in arbitration shall be governed by the proceedings Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. The arbitrator arbitral tribunal shall be instructed that time is of the essence in the endeavor to render its award or order resulting from any arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after following the conclusion termination of the arbitration hearing, issue a written proceedings.(c) The parties agree to be bound by any award or order resulting from any arbitration conducted hereunder and statement of decision describing the essential findings and conclusions further agree that judgment on which the any award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded order resulting from an arbitration conducted under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator Section may be entered and enforced in any court having competent jurisdiction thereof thereof.(d) Except as expressly permitted by this Agreement, no party will commence or voluntarily participate in any court action or proceeding concerning a Dispute, except (i) for enforcement as contemplated by Section 13.4(c) above, (ii) to restrict or vacate an arbitral decision based on the grounds specified under applicable law, or application may be made (iii) for interim relief as provided in paragraph (e) below. For purposes of the foregoing the parties hereto submit to the court for a judicial recognition non-exclusive jurisdiction of the award or an order courts of enforcement as the case may be, subject only State of New York.(e) In addition to revocation on grounds of fraud or clear bias the authority otherwise conferred on the part of arbitral tribunal, the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party tribunal shall have the right authority to make such orders for interim relief, including injunctive relief, as it may deem just and equitable. Notwithstanding paragraph (d) above, each party acknowledges that in the event of any actual or threatened breach of certain of the provisions of this Agreement, the remedy at law would not be adequate, and therefore injunctive or other interim relief may be sought immediately to restrain such breach. If the tribunal shall not have been appointed, either party may seek equitable relief or interim or provisional relief from a court having jurisdiction if the award to which the applicant may be entitled may be rendered ineffectual without such interim relief. Upon appointment of competent jurisdiction the tribunal following any grant of interim relief by a court, including a temporary restraining order, preliminary injunction the tribunal may affirm or other interim equitable disaffirm such relief, concerning a dispute either prior to and the parties will seek modification or during any arbitration if rescission of the court action as necessary to protect accord with the interests tribunal’s decision.(f) Each party will bear its own attorneys’ fees and costs incurred in connection with the resolution of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required Dispute in judicial proceedings relating to the arbitration or otherwise accordance with this Article XIII.

Appears in 3 contracts

Samples: Coinsurance Agreement (Genworth Financial Inc), Coinsurance Agreement (Genworth Financial Inc), Coinsurance Agreement (Genworth Financial Inc)

Arbitration. Final and binding A Party desiring arbitration in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting hereunder will give written notice of arbitration to the other Party Party containing a concise description of the matter submitted for arbitration (“Notice of Arbitration”). Within fifteen (15 If the Parties fail to jointly appoint an Arbitrator within fifteen(15) Business Days of delivery the receipt of such notice the Notice of Arbitration, an Arbitrator will be designated by a judge of the Parties shall meet Ontario Superior Court of Justice upon application by either Party. The Arbitrator may determine all questions of law, fact and discuss in good faith and agree on jurisdiction with respect to the dispute or arbitration ( a including questions as to whether a dispute is arbitrable) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all matters of their respective Affiliates procedure relating to the arbitration. The Arbitrator may grant legal and equitable relief (including injunctive relief), shall have significant experience award costs (including legal fees and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature costs of the dispute arbitration), and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria award interest. The arbitration shall be held in New York, New York, and the proceedings shall will be conducted in English in the English language City of Toronto (or as otherwise agreed to by the Parties) at such place therein and time as the Arbitrator may fix. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator Arbitrator shall be instructed that time is authorized only to interpret and apply the provisions of this Agreement and shall have no power to modify or change this Agreement in any manner. Unless otherwise agreed by the essence in Parties, the arbitration proceeding. The arbitrator shall, Arbitrator’s written decision will be delivered to each Party within forty-five sixty ( 45 60) calendar days after following the conclusion of the arbitration hearing . Each Party shall bear (and be solely responsible for) its own costs incurred during the arbitration process, issue a written award and, unless otherwise provided in the arbitral award, each Party shall bear (and statement be solely responsible for) its equal share of decision describing the essential findings and conclusions on which costs of the award is based, including the calculation of any damages awarded arbitrator. The arbitrator shall decision of the Arbitrator will be authorized final and binding upon the Parties. There will be no appeal from the decision of the Arbitrator to award compensatory damages any court, but shall not be authorized to (i) award non-economic or punitive damages to except on the extent expressly excluded under this Agreement ground that the conduct of the Arbitrator, or the decision itself, violated the provisions of the Arbitration Act, 1991 ( ii Ontario) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described solely on a question of law as provided for in part (i) of this sentence will not apply if such damages are statutorily imposed act. Judgment on the upon any award rendered by the arbitrator Arbitrator may be enforced entered in any court having competent jurisdiction thereof , or application . Submission to arbitration under this Agreement is intended by the Parties to preclude any action in matters which may be made to the court arbitrated hereunder, save and except for a judicial recognition enforcement of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise arbitral award.

Appears in 3 contracts

Samples: Pilot Program Agreement, Pilot Program Agreement, Pilot Program Agreement

Arbitration. Final All Disputes not mutually resolved between the parties shall be submitted to final and binding arbitration pursuant to the substantive and procedural provisions of the Federal Arbitration Act (“FAA”), except to the extent (and only to that extent), if any, that a collective bargaining agreement (for example, the WGA) is applicable and requires that a Dispute be resolved pursuant to the arbitration provisions of that collective bargaining agreement (or expressly permits either party to elect such resolution and such party elects such resolution) in accordance with this Section 10.7 which case such Dispute shall be resolved in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes arbitration provisions of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria collective bargaining agreement. The arbitration shall be held initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over$250,000) Arbitration Rules and Procedures, except as modified herein, including the Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor (“JAMS”) in New York effect at the time the request for arbitration is made (the “Arbitration Rules”). The parties agree that the costs of the arbitration will be shared pro rata to the extent permitted by law, New York including participation, and if any, in the proceedings Optional Appeal Procedure. The arbitration shall be conducted in Los Angeles County before a single neutral arbitrator appointed in accordance with the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings Arbitration Rules. The arbitrator shall be instructed that time is have the authority to hear and grant motions to dismiss and/or motions for summary judgment/summary adjudication, applying the standards governing such motions under the Federal Rules of the essence in the arbitration proceeding Civil Procedure and shall issue written opinions resolving such motions, if submitted. The arbitrator shall shall follow California substantive law and the Federal Rules of Evidence in adjudicating the Dispute. The arbitrator will provide a detailed written statement of the final decision, which will be part of the arbitration award (“Award”), and admissible in any judicial proceeding to confirm, correct or vacate the Award. Any Award favorable to me shall be limited to the fixing of compensation for Company’s use of the submitted Material, which shall bear a reasonable relation to compensation normally paid by you to persons of my present stature and experience for Company’s use of similar material (which in any event shall not exceed the minimum rate that would be due under the Writers Guild of America Theatrical and Television Basic Agreement in effect as of the date hereof for a made-for-cable, primetime, 30 or 60 minute (as applicable) story and teleplay at “bargain rates” (i.e., excluding minimums payable for pilot scripts, backup scripts, spin-offs, etc.). Unless the parties agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any Los Angeles state or federal court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the final Award (following appeal, if applicable) within forty-five (45 thirty(30) calendar days after of such Award being rendered, then the conclusion other party will have the right to enforce the final Award in any court of competent jurisdiction in Los Angeles County. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including, without limitation, reasonable outside attorneys’ fees, incurred in enforcing the Award, to be paid by the party against whom enforcement is ordered. The parties and the arbitrator shall maintain the confidential nature of the arbitration proceeding and the Award, including the arbitration hearing, issue except as may be necessary to prepare for or conduct the arbitration hearing on the merits or as may be necessary in connection with a written award and statement court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision; in all such cases, the parties shall use reasonable efforts to maintain the confidential nature of decision describing the essential findings and conclusions on which the award is based proceedings, including the calculation of any damages awarded through efforts to secure appropriate protective orders, instruct witnesses as to confidentiality requirements, and submit pleadings under seal. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have parties waive the right to seek equitable relief punitive damages for any claim arising out of or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior relating to or during any arbitration if necessary this Agreement to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding extent permitted by law. The Parties parties each agree that the arbitration shall any dispute resolution proceedings will be kept confidential conducted only on an individual basis and that the existence of the proceeding and any element of its (including any pleadings not in a class, briefs consolidated or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise representative action.

Appears in 3 contracts

Samples: Submission Agreement, Submission Agreement, Submission Agreement

Arbitration. Final All controversies and binding claims arising out of or relating to this Agreement or the breach hereof shall be settled exclusively by arbitration under the auspices of the Judicial Arbitration and Mediation Services/Endispute (“JAMS”) in accordance with this Section 10.7 shall JAMS commercial rules of arbitration, incorporated herein by reference, by a single neutral arbitrator to be chosen in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes procedures of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria JAMS. The arbitration shall be held in New York, New York, and the proceedings proceeding shall be conducted in the English language Houston, Texas. The arbitrators may proceed to an award parties acknowledge that this Agreement evidences a transaction involving interstate commerce and the arbitration shall be governed by the Federal Arbitration Act, notwithstanding the failure of either Party to participate in the proceedings 9 U.S.C. §§ 1-16 (1999). The arbitrator arbitrator, who shall be instructed mutually agreeable to the parties to this Agreement that time is of the essence in are parties to the arbitration proceeding. The arbitrator shall (each a “Joined Party”), within forty-five (45) calendar days after shall have the conclusion authority to award any remedy or relief that a court of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based competent jurisdiction could order or grant, including the calculation issuance of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed an injunction. Judgment on upon the award rendered by the arbitrator may be enforced in entered by any court having competent jurisdiction thereof . However, or application may be made a party to this Agreement may, without inconsistency with this arbitration provision, apply to any court having jurisdiction and seek an order (a) compelling arbitration as to the court for a judicial recognition other parties if such other parties refuse to comply with the terms of this Agreement, (b) requiring witnesses to obey subpoenas, (c) preserving the award status quo or an order evidence in anticipation of enforcement as arbitration, in each case prior to the case may be, subject only to revocation on grounds of fraud or clear bias on the part appointment of the arbitrator . Notwithstanding anything contained in this Section 10.7.3 to the contrary , either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including (d) securing a temporary restraining order, order or preliminary injunction pursuant to Section 12.1 or other Section 13.1 of this Agreement. Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, or to obtain interim equitable relief, concerning or as may be required by applicable law or regulation, including applicable securities laws or regulations of an established national securities exchange on which securities of either Founder or its successors or assigns are traded, neither a dispute either party to this Agreement nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder to any other third party other than its attorneys and auditors without the prior written consent of Founder, Partner Company (prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence consummation of the proceeding Transaction) and any element of its (including any pleadings, briefs or all other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Joined Parties , their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 3 contracts

Samples: Combination Agreement (Taylor & Martin Group Inc), Combination Agreement (Taylor & Martin Group Inc), Combination Agreement (Taylor & Martin Group Inc)

Arbitration. Final and binding Any controversy or claim arising out of or relating to this Agreement (or breach thereof) shall be settled by arbitration in accordance with this Section 10.7 shall be Philadelphia, Pennsylvania, in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes rules then existing of the American Arbitration Association ( “AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York three arbitrators), and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on judgment upon the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof . Notwithstanding the foregoing, or application may the Company, at its sole option, shall be made entitled to the seek and obtain equitable relief from any court for a judicial recognition of competent jurisdiction, including, without limitation, temporary, preliminary and permanent injunctive relief and specific performance with respect to alleged violations of Sections 4 and 5 of this Agreement, Section 1 of the award Non-Competition Agreement or an order of enforcement as under the case may be Nondisclosure, subject only to revocation on grounds of fraud or clear bias on Proprietary Information and Invention Assignment Agreement, and the part Company's pursuit of the arbitrator remedies described in Section 6 hereof in connection therewith. Notwithstanding anything contained The parties shall be free to pursue any remedy before the arbitration tribunal that they shall be otherwise permitted to pursue in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding . The Parties award of the arbitrators shall be final and binding and may be enforced by any court as if it were a judgment of that court, and may include interest at a rate or rates considered just under the circumstances by the arbitrators. The substantive law of the Commonwealth of Pennsylvania shall be applied by the arbitrators to the resolution of the dispute, provided that the arbitrators shall base their decision on the express terms, covenants and conditions of this Agreement. The arbitrators shall be required to produce a written decision setting forth the reasons for the decision or award to be made. The parties agree that the arbitration arbitrators shall be kept confidential and that the existence have no power to alter or modify any express provision of the proceeding and this Agreement or to render any element of award which, by its (including terms, effects any pleadings, briefs such alteration or other documents submitted or exchanged, modification. Upon written demand to any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating party to the arbitration for the production of documents and things reasonably related to the issues being arbitrated, the party upon whom such demand is made shall promptly produce, or otherwise make available for inspection and copying, such documents and things without the necessity of any action by the arbitrators.

Appears in 3 contracts

Samples: Amended and Restated Employment Agreement (Carescience Inc), Amended and Restated Employment Agreement (Carescience Inc), Amended and Restated Employment Agreement (Carescience Inc)

Arbitration. Final and binding arbitration in accordance with Any controversy or claim arising out of or relating to this Section 10.7 Agreement, or the breach thereof, shall be referred to the Chief Executive Officer of Licensee and a designated official of TSRI with authority to resolve such dispute, for resolution. Such individuals shall meet to discuss such controversy or claim within twenty (20) days after the request of either party and shall work in good faith to resolve such controversy or claim within thirty (30) days thereafter. In the event the two individuals referred to in the preceding sentence are unable to resolve such dispute prior to the end of such 30 day period, then, upon the written request of either party to the other party, the dispute shall be shall be settled by binding confidential arbitration in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA” ) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York ), and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder procedures set forth below; provided, however, that any Challenge and any controversy or claim relating solely to the damage limitations described in part (i) construction of this sentence will not apply if such damages are statutorily imposed the claims of the Licensed Patent Rights or the infringement of the Licensed Patent Rights shall be determined solely by a court or other government body of competent jurisdiction. In the event of any inconsistency between the Rules of AAA and the procedures set forth below, the procedures set forth below shall control. Judgment on upon the award rendered by the arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof , or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 3 contracts

Samples: License Agreement (Receptos, Inc.), License Agreement (Receptos, Inc.), License Agreement (Receptos, Inc.)

Arbitration. Final Any controversy, dispute, or claim arising out of, in connection with, or in relation to, the interpretation, performance or breach of this Agreement, including, without limitation, the validity, scope, and binding enforceability of this section, may at the election of any party, be solely and finally settled by arbitration in accordance with this Section 10.7 shall be conducted in, by and in accordance with the Commercial Arbitration Rules and Supplementary Procedures then existing rules for Large Complex Disputes commercial arbitration of the American Arbitration Association Association, or any successor organization and with the Expedited Procedures thereof ( “AAA”) collectively, the "Rules"). Each of the parties hereto agrees that such arbitration shall be conducted by a single arbitrator arbitrator selected in accordance with the Rules; provided that such arbitrator shall be experienced in deciding cases concerning the matter which is the subject of the dispute. Either Party may Any of the parties may demand arbitration by written notice to the other and to the Arbitrator set forth in this Section 7.11 ("Demand for Arbitration"). Each of the parties agrees that if possible, the award shall be made in writing no more than 30 days following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the Any award rendered by the arbitrator arbitrator(s) shall be final and binding and judgment may be enforced entered on it in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior . Each of the parties hereto agrees to or during treat as confidential the results of any arbitration if necessary (including, without limitation, any findings of fact and/or law made by the arbitrator) and not to protect the interests of disclose such Party or results to preserve the status quo pending the arbitration proceeding any unauthorized person. The Parties agree parties intend that the arbitration shall this agreement to arbitrate be kept confidential valid, enforceable and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise irrevocable.

Appears in 3 contracts

Samples: Amended and Restated Stockholder Agreement (Dresser-Rand Group Inc.), Dresser-Rand Group Inc., Dresser-Rand Group Inc.

Arbitration. Final and binding Any dispute arising out of or relating to this Agreement, including the breach, termination or validity thereof, which has not been resolved through the procedures provided in subsections (b) or (c) above, shall be finally resolved by arbitration in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures rules for Large Complex Disputes non-administered arbitration of the American Arbitration Association International Institute for Conflict Prevention and Resolution ( the AAA CPR Rules”) by a single arbitrator then currently in effect. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to Member may initiate such arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator proceedings within fifteen (15) days of request by a Party after the initial mediation session, to the extent the Members have not otherwise agreed to extend the time for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet mediation or resolved the foregoing criteria dispute. The arbitration shall be held in New York, New York conducted by (i) by a sole arbitrator if the dispute involves less than $500,000, and (ii) by a panel of three independent and impartial arbitrators if the proceedings dispute involves in excess of $500,000. All arbitrators shall be agreed upon by the Members or, failing such agreement, shall be appointed under the CPR Rules. The arbitration will proceed in accordance with the CPR Rules and shall be conducted in the English language Tulsa, Oklahoma. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties Members agree that the any arbitration shall be kept confidential and that the existence of the proceeding and any element of its such arbitration (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions submissions, and any awards) shall not be disclosed beyond the arbitrator arbitral tribunal, the Parties Members, their counsel and any Person persons necessary to conduct the conduct of the proceeding arbitration, except as may lawfully be required in judicial proceedings recognition and enforcement proceedings, if any, or in order to satisfy disclosure obligations imposed by any Applicable Law. The Members agree to cooperate in providing each other with all discovery, including but not limited to the exchange of documents and depositions reasonably related to the issues in the arbitration. If the Members are unable to agree on any matter relating to such discovery, any such difference shall be determined by the arbitration arbitrators. The award of the arbitrators shall be final and binding upon the Members, and shall not be subject to any appeal or otherwise review. Judgment upon the award may be obtained and entered in any federal or state court of competent jurisdiction.

Appears in 3 contracts

Samples: Amended and Restated Limited Liability Company Agreement, Limited Liability Company Agreement (Mid-Con Energy Partners, LP), Limited Liability Company Agreement (Mid-Con Energy Partners, LP)

Arbitration. Final Any dispute arising under this Agreement (“Arbitrable Dispute”) shall be referred to and resolved by binding arbitration in accordance with this Section 10.7 shall Denver, Colorado, to be administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall be initiated within the applicable time limits set forth in this Agreement and Supplementary Procedures for Large Complex Disputes not thereafter or if no time limit is given, within the time period allowed by the applicable statute of limitations, by one party (“Claimant”) giving written notice to the other party (“Respondent”) and to the Denver Regional Office of the American Arbitration Association (“AAA” ), that the Claimant elects to refer the Arbitrable Dispute to arbitration. All arbitrators must be neutral parties who have never been officers, directors or employees of the parties or any of their Affiliates, must have not less than ten (10) by years experience in the oil and gas industry, and must have a single formal financial/accounting, engineering or legal education. The hearing shall be commenced within thirty (30) days after the selection of the arbitrator. Either Party may, following The parties and the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties arbitrators shall meet proceed diligently and discuss in good faith and agree on (a) an arbitrator to resolve in order that the issue, which arbitrator arbitral award shall be neutral made as promptly as possible. The interpretation, construction and independent effect of both Parties this Agreement shall be governed by the Laws of Colorado, and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in to the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted maximum extent allowed by law, in an effort to expedite all arbitration proceedings the process and otherwise ensure that the process is appropriate given the nature Laws of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator Colorado shall be appointed by AAA applied, which arbitrator must meet the foregoing criteria without regard to any conflicts of laws principles. The arbitration All statutes of limitation and of repose that would otherwise be applicable shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed apply to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the any arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after tribunal shall not have the conclusion of the arbitration hearing, issue a written authority to grant or award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory indirect or consequential damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise exemplary damages.

Appears in 3 contracts

Samples: Participation Agreement (PetroShare Corp.), Exploration and Development Agreement (Georesources Inc), Participation Agreement (PetroShare Corp.)

Arbitration. Final and Any dispute arising under this Agreement, including, without limitation, all disputes relating in any manner to the performance or enforcement of this Agreement shall be resolved by binding arbitration in accordance with this Section 10.7 shall be in accordance with Ventura County pursuant to the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes rules of the American Arbitration Association ( AAA), as amended or as augmented in this Agreement (the AAA Rules ). The parties acknowledge that one of the purposes of utilizing arbitration is to avoid lengthy and expensive discovery and allow for prompt resolution of the dispute. Arbitration shall be initiated as provided by the Rules, although the written notice to the other party initiating arbitration shall also include a description of the claim(s) asserted and the facts upon which the claim(s) are based. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all claims subject hereto, including any award of attorneys’ fees and costs. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. All disputes shall be decided by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which The arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature selected by mutual agreement of the dispute and parties within 30 days of the values at risk effective date of the notice initiating the arbitration. If the Parties parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration an arbitrator, then such the complaining party shall notify the AAA and request selection of an arbitrator shall be appointed by AAA, which arbitrator must meet in accordance with the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings Rules. The arbitrator shall be instructed that time is of have only such authority to award equitable relief, damages, costs, and fees as a court would have for the essence in particular claim(s) asserted. In no event shall the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation punitive damages of any damages awarded kind. The arbitrator shall be authorized have the power to award compensatory damages limit or deny a request for documents or a deposition if the arbitrator determines that the request exceeds those matters, but shall not be authorized to (i) award non-economic or punitive damages which are directly relevant to the extent expressly excluded under this Agreement, claims in controversy. The document demand and response shall conform to Code of Civil Procedure section 2031. The deposition notice shall conform to Code of Civil Procedure section 2025. The parties may make a motion for protective order or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by motion to compel before the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made with regard to the court for a judicial recognition discovery, as provided in Code of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential Civil Procedure sections 2025 and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise 2031.

Appears in 3 contracts

Samples: Services Agreement, Services Agreement, Services Agreement

Arbitration. Final and binding arbitration Any dispute, controversy or claim (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 10.7 12.14 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Commercial Rules of Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association International Chamber of Commerce ( the AAA Rules ). A Dispute shall be deemed to have arisen when a relevant party (or parties) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written gives notice to the other Party. Within fifteen (15) Business Days of delivery of such notice to that effect, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator pursuant to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria Section 12.1 hereof. The place of arbitration shall be held in New York London, New York United Kingdom, and the proceedings shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.14, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators may proceed to shall be an award, notwithstanding the failure attorney with at least ten (10) years of either Party to participate practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The arbitrator shall be instructed parties further agree that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non- economic enforcing party (or punitive damages parties) and (ii) notwithstanding anything in this Section 12.14 to the extent expressly excluded contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.15 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.14. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator shall govern. Notwithstanding anything contained in this Section 10.7.3 12.14 to the contrary, either Party shall have the right any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.15 hereof to seek equitable interim provisional or injunctive relief until the arbitration award is rendered or interim the controversy is otherwise resolved or provisional relief from to enforce an arbitration decision or award.Notwithstanding any provision of this Agreement to the contrary, this Section 12.14 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction jurisdiction that any provision or wording of this Section 12.14, including a temporary restraining order the Rules, preliminary injunction shall be invalid or unenforceable under the Delaware Arbitration Act, or other interim equitable relief applicable law, concerning a dispute either prior to or during any arbitration if necessary to protect the interests such invalidity shall not invalidate all of such Party or to preserve the status quo pending the arbitration proceeding this Section 12.14. The Parties agree In that the arbitration case, this Section 12.14 shall be kept confidential and that construed so as to limit any term or provision so as to make it valid or enforceable within the existence requirements of the proceeding and any element of its (including any pleadings, briefs Delaware Arbitration Act or other documents submitted applicable law, and, in the event such term or exchanged, any testimony or other oral submissions and any awards) shall provision cannot be disclosed beyond so limited, this Section 12.14 shall be construed to omit such invalid or unenforceable provision, but for the arbitrator avoidance of doubt, the Parties, their counsel and any Person necessary parties have no desire to have the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating Delaware Arbitration Act apply to the arbitration or otherwise this Agreement.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Brookfield Retail Holdings LLC), Limited Liability Company Agreement (Brookfield Retail Holdings LLC), Limited Liability Company Agreement (Brookfield Retail Holdings LLC)

Arbitration. Final and binding arbitration Any dispute, controversy or claim arising out of or in accordance connection with or relating to this Section 10.7 Agreement, or the interpretation, breach, termination or validity hereof, shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator resolved through arbitration. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) A dispute may be submitted to arbitration by submitting upon the request of either party with written notice to the other Party. Within fifteen party ( 15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria “Notice”). The arbitration shall be held conducted in New York Singapore under the Singapore International Arbitration Centre (the “Centre”). There shall be a single arbitrator. If the parties do not agree on the nomination of an arbitrator within thirty (30) days after the delivery of the Notice to the other party, New York, and the appointment shall be made by the Secretary General of the Centre. The arbitration proceedings shall be conducted in the English language English. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings 23 Severability. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by If the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction jurisdiction determines that any portion of this Option Agreement, including a temporary restraining order the Plan, preliminary injunction or other interim equitable relief the Exercise Agreement is in violation of any statute or public policy, concerning a dispute either prior to then only the portions of this Option Agreement, the Plan, or during any arbitration if necessary to protect the interests of Exercise Agreement, as applicable, which violate such Party statute or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration public policy shall be kept confidential stricken, and all portions of this Option Agreement, the Plan, and the Exercise Agreement which do not violate any statute or public policy shall continue in full force and effect. Furthermore, it is the parties’ intent that any court order striking any portion of this Option Agreement, the existence Plan, and/or the Exercise Agreement should modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the proceeding and parties hereunder.24 PRC Compliance. Notwithstanding anything to the contrary in this Option Agreement, with respect to any element of Participant who is a PRC citizen or resident in China, or otherwise, as the Administrator in its sole discretion may determine, may be deemed as a “domestic resident” as defined in the Circular No. 75 ( including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator and/or such successor circular, the Parties “SAFE Circular”) issued by the State Administration of Foreign Exchange of the People’s Republic of China (the “PRC”) on October 21, their 2005 (a “PRC Participant”) and as supplemented by that certain implementing rule issued by the State Administration of Foreign Exchange of the PRC on May 31, 2007 (known as Notice 106), the Option shall become exercisable only upon the receipt of written confirmation from the PRC Participant, or counsel and any Person necessary to the conduct of the proceeding Company, except as may lawfully be required in judicial proceedings relating form and substance reasonably satisfactory to the arbitration or otherwise. Administrator that

Appears in 3 contracts

Samples: Equity Incentive Plan (Hexindai Inc.), Equity Incentive Plan (Hexindai Inc.), Equity Incentive Plan (Hexindai Inc.)

Arbitration. Final and binding arbitration in accordance with Any dispute, controversy or claim initiated by either party arising out of or relating to this Section 10.7 shall be in accordance with Agreement, its negotiations, execution or interpretation, or the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes performance by either party of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute its obligations under this Agreement (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator any dispute, controversy or claim regarding the validity, enforceability, claim construction or infringement of any patent rights, or defenses to resolve any of the issue foregoing, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and or (b) any changes in these arbitration provisions bona fide third party action or the rules of arbitration which are herein adopted, proceeding filed or instituted in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request action or proceeding by a Third Party for arbitration against a party to this Agreement), then such arbitrator whether before or after termination of this Agreement, shall be appointed finally resolved by AAA binding arbitration. Whenever a party shall decide to institute arbitration proceedings, which arbitrator must meet it shall give prompt written notice to that effect to the foregoing criteria other party. The Any such arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language language under the Arbitration Rules of the International Chamber of [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Commerce (the “Rules”) by a panel of three (3) arbitrators appointed in accordance with such Rules. Any such arbitration shall be held in the Hague, Netherlands. The method and manner of discovery in any such arbitration proceedings shall be governed by the Rules. The arbitrators may proceed shall have the authority to an award, notwithstanding grant specific performance and to allocate between the failure parties the costs of either Party to participate arbitration (including attorneys’ fees and expenses of the parties) in the proceedings such equitable manner as they determine. The arbitrator arbitrators shall be instructed that time is make their decision in accordance with the terms of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that and the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed applicable law. Judgment on upon the award so rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof, or application may be made to the such court for a judicial recognition acceptance of the any award or and an order of enforcement enforcement, as the case may be . In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, subject only to revocation on grounds dispute or other matter in question would be barred by the applicable statute of fraud or clear bias on the part of the arbitrator limitations. Notwithstanding anything contained in this Section 10.7.3 to the contrary foregoing, either Party party shall have the right, without waiving any right or remedy available to such party under this Agreement or otherwise, to seek equitable relief or and obtain from any court of competent jurisdiction any interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction that is necessary or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary desirable to protect the interests rights or property of such Party or to preserve the status quo party, pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence selection of the proceeding and arbitrators hereunder or pending the arbitrators’ determination of any element of its (including any pleadings dispute, briefs controversy or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise claim hereunder.

Appears in 3 contracts

Samples: License Agreement (Iaso Pharma Inc), License Agreement (Iaso Pharma Inc), License Agreement (Iaso Pharma Inc)

Arbitration. Final and binding Any dispute, controversy, or claim between the Parties arising out of the Contract or the breach, termination, or invalidity thereof, unless settled amicably under Article 23.1, above, within sixty (60) days after receipt by one Party of the other Party’s written request for such amicable settlement, shall be referred by either Party to arbitration in accordance with this Section 10.7 the UNCITRAL Arbitration Rules then obtaining. The decisions of the arbitral tribunal shall be based on general principles of international commercial law. The arbitral tribunal shall be empowered to order the return or destruction of goods or any property, whether tangible or intangible, or of any confidential information provided under the Contract, order the termination of the Contract, or order that any other protective measures be taken with respect to the goods, services or any other property, whether tangible or intangible, or of any confidential information provided under the Contract, as appropriate, all in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes authority of the American Arbitration Association arbitral tribunal pursuant to Article 26 (“ AAA Interim measures”) by a single arbitrator. Either Party may, following the end and Article 34 (“Form and effect of the good faith negotiation period referenced award”) of the UNCITRAL Arbitration Rules. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice Contract, the Parties arbitral tribunal shall meet have no authority to award interest in excess of the London Inter-Bank Offered Rate (“LIBOR”) then prevailing, and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator any such interest shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding simple interest only. The Parties agree that the arbitration shall be kept confidential and that bound by any arbitration award rendered as a result of such arbitration as the existence final adjudication of the proceeding and any element of its (including any pleadings such dispute, briefs controversy, or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise claim.

Appears in 3 contracts

Samples: Long Term Agreement, Contract, procurement-notices.undp.org

Arbitration. Final Any disputes, claims, or controversies arising out of or relating to the Transaction Documents, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS” ), or its successor pursuant the expedited procedures set forth in accordance with this Section 10.7 shall be in accordance with the Commercial JAMS Comprehensive Arbitration Rules and Supplementary Procedures for Large Complex Disputes (the “Rules” ), including Rules 16.1 and 16.2 of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of one (1) arbitrator who will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the proceedings City of New York, NY any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be conducted in paid by and be the English language sole responsibility of the Company, including but not limited to the Investor’s attorneys’ fees and each arbitrator’s fees. The arbitrators may proceed to an award, notwithstanding the failure arbitrators’ decision must set forth a reasoned basis for any award of either Party to participate in the proceedings damages or finding of liability. The arbitrator shall arbitrators’ decision and award will be instructed that time is of the essence made and delivered as soon as reasonably possibly and in the arbitration proceeding. The arbitrator shall, any case within forty-five sixty ( 45 60) calendar days after days’ following the conclusion of the arbitration hearing, issue a written award hearing and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment final and binding on the award rendered by the arbitrator parties and may be enforced in entered by any court having competent jurisdiction thereof , or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 3 contracts

Samples: Equity Purchase Agreement (MGT Capital Investments, Inc.), Equity Purchase Agreement (Propanc Biopharma, Inc.), Equity Purchase Agreement (Propanc Biopharma, Inc.)

Arbitration. Final Any disputes, claims, or controversies arising out of or relating to the Transaction Documents, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS” ), or its successor pursuant the expedited procedures set forth in accordance with this Section 10.7 shall be in accordance with the Commercial JAMS Comprehensive Arbitration Rules and Supplementary Procedures for Large Complex Disputes (the “Rules” ), including Rules 16.1 and 16.2 of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the proceedings State of New York any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be conducted in paid by and be the English language sole responsibility of the Company, including but not limited to the Investor’s attorneys’ fees and each arbitrator’s fees. The arbitrators may proceed to an award, notwithstanding the failure arbitrators’ decision must set forth a reasoned basis for any award of either Party to participate in the proceedings damages or finding of liability. The arbitrator shall arbitrators’ decision and award will be instructed that time is of the essence made and delivered as soon as reasonably possibly and in the arbitration proceeding. The arbitrator shall, any case within forty-five sixty ( 45 60) calendar days after days’ following the conclusion of the arbitration hearing, issue a written award hearing and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment final and binding on the award rendered by the arbitrator parties and may be enforced in entered by any court having competent jurisdiction thereof , or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 3 contracts

Samples: Equity Purchase Agreement (Sharing Economy International Inc.), Equity Purchase Agreement (Nugenerex Immuno-Oncology, Inc.), Equity Purchase Agreement (Jaguar Health, Inc.)

Arbitration. Final Any unresolved Dispute or Selected Dispute between the Parties arising out of or in connection with this Agreement shall be resolved by final and binding arbitration. Whenever a Party decides to institute arbitration in accordance with this Section 10.7 proceedings, it shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting give written notice to that effect to the other Party. Within fifteen Arbitration shall be held in New York, New York, according to the Rules of Arbitration of the International Chamber of Commerce ( 15 “ICC Rules”) Business Days in effect at the Effective Date, except as they may be modified herein or by mutual agreement of delivery of such notice the Parties. All arbitration proceedings shall beCONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.conducted by three (3) arbitrators unless otherwise mutually agreed by the Parties Parties. The claimant and the respondent shall meet and discuss in good faith and agree on (a) each nominate an arbitrator to resolve in accordance with the issue ICC Rules, which arbitrator and the third arbitrator, who shall be neutral the president of the arbitral tribunal, shall be appointed by the two (2) Party-appointed arbitrators in consultation with the Parties. The arbitrators shall: (i) be disinterested, neutral, and independent of from both Parties and all of their respective Affiliates , shall ; and (ii) have significant the requisite experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant biotechnology industries, shall have appropriate experience with respect to the subject matter(s) to be arbitrated, and shall have some experience in mediating or arbitrating issues relating to such agreements. In the case of any Dispute involving an alleged failure to use Commercially Reasonable Efforts, the arbitrators shall in addition be an individual with experience and (b) any changes expertise in these arbitration provisions or the rules worldwide development and commercialization of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute pharmaceuticals and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration business, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria legal and scientific considerations related thereto. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party Arbitrators shall have the right authority to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior engage additional experts as necessary in order to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence facilitate resolution of the proceeding and any element of its (including any pleadings Dispute or Selected Dispute, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise applicable.

Appears in 3 contracts

Samples: Research Collaboration and License Agreement (HOOKIPA Pharma Inc.), Research Collaboration and License Agreement (HOOKIPA Pharma Inc.), Research Collaboration and License Agreement (HOOKIPA Pharma Inc.)

Arbitration. Final Except as otherwise expressly provided in this Agreement (including in Sections 7.2, 14.2, 21.7 and binding arbitration in accordance 30.6), any dispute relating to or arising under this Agreement, to the extent it relates to the validity, interpretation or construction of, or the compliance with or breach of, this Section 10.7 shall Agreement, shall, at the election of either Party, be decided in accordance with the Commercial provisions of this Section 30.11. Such disputes shall be resolved exclusively through arbitration conducted under the auspices of the Center for Public Resources Institute on Dispute Resolution (the "CPR") pursuant to CPR's Model ADR Procedure: Non-Administered Arbitration Rules and Supplementary Procedures for Large Complex Disputes Commentary. For the sake of clarity, disputes not ultimately resolved pursuant to other express dispute resolution terms in this Agreement (including Sections 7.2, 14.2, 21.7) other than the American Arbitration Association (“AAA”) by a single arbitrator last sentence of Section 30.6 shall be subject to the foregoing sentence. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to may commence arbitration by submitting giving a written notice to the other Party Party demanding arbitration. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator The arbitration shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements conducted in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or English language before a single arbitrator agreed upon by the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk Parties. If the Parties cannot agree on such reach agreement as to a mutually acceptable arbitrator within ten (10) days after the written notice is received, then an arbitrator shall be appointed in accordance with the rules of the CPR. The arbitrator shall have technical and scientific background and shall have experience in the pharmaceuticals industry and with similar types of transactions. Unless otherwise agreed by the Parties, any arbitration brought hereunder shall be brought only and exclusively in Chicago, Illinois unless otherwise agreed by the Parties. The arbitrator shall hear evidence by each of the Parties and resolve each of the issues identified by the Parties. Unless the Parties agree otherwise, the arbitration proceeding shall be conducted on an expedited basis and the arbitration hearing shall be concluded not later than one hundred twenty (120) days from the date of a Party's filing the written notice demanding arbitration pursuant to this Section 30.11. The arbitrator shall render a formal, binding and non-appealable resolution and award, that shall be supported by a statement of reasons justifying the resolution and award, on each issue as expeditiously as possible, but not more than fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar business days after the conclusion of the arbitration hearing . In any arbitration, issue a written award and statement the prevailing Party shall be entitled to reimbursement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded its reasonable attorneys' fees. The Parties shall use all reasonable efforts to keep arbitration costs to a minimum. Notwithstanding anything contained herein, in no event shall the arbitrator shall be authorized have the power or authority to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change terminate this Agreement in whole or any other CONFIDENTIAL agreements contemplated hereunder in part; provided, however, that the damage limitations described foregoing is not intended to prevent the arbitrator from making a finding of fact that would result in part this Agreement being terminated by its terms. With respect to disputes relating to a payment obligation under this Agreement, the arbitrator is only authorized to determine whether or not the obligation to make such payment is due, and if in dispute, the amount of such payment, but in no event shall the arbitrator have any authority to award damages or any other penalties to the prevailing Party ( i or Parties) as a result of a payment breach of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered Agreement by the arbitrator may be enforced in any court having competent jurisdiction thereof, non-prevailing Party (or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties , their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise ).

Appears in 3 contracts

Samples: Distribution Agreement (Prometheus Laboratories Inc), Distribution Agreement (Prometheus Laboratories Inc), Distribution Agreement (Prometheus Laboratories Inc)

Arbitration. Final and Except as otherwise provided in Section 18(b), any dispute, claim, question, or disagreement involving the interpretation or enforcement of any provision of this Warrant or breach hereof or otherwise arising under or in connection with this Warrant shall be submitted to binding arbitration in accordance with this Section 10.7 shall be Wilmington, Delaware, in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association ( “AAA” expedited procedures) by a single arbitrator then in effect. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator There shall be neutral and independent of both Parties and three (3) arbitrators, all of their respective Affiliates whom shall be neutral, and at least one (1) of whom shall be an attorney licensed to practice law in the State of Delaware for at least ten (10) years. The arbitrators shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions authority to exclude evidence found to be irrelevant, redundant, or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York prejudicial beyond its probative value, and are instructed to exercise that authority consistently with reasonably expediting the proceedings shall be conducted in the English language proceeding. The arbitrators may proceed to an award order specific performance, notwithstanding the failure of either Party to participate in the proceedings preliminary and final injunctive relief, and other equitable relief. The arbitrator shall be instructed that time is award of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator arbitrators may be entered and enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning . In all cases where there is a dispute either prior to over the fair market value of the Company or during the value of any arbitration if necessary to protect securities thereof or over the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that Exercise Price, the arbitration shall be kept confidential conducted as a “baseball style” arbitration where each party or side will submit one and only one proposed value to the arbitrators and the arbitrators shall then be instructed and shall determine that the existence value is exactly equal to one of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise proposed valuations.

Appears in 3 contracts

Samples: Promissory Note (Enerpulse Technologies, Inc.), L2 Medical Development Co, Enerpulse Technologies, Inc.

Arbitration. Final Except as provided in GC 6.3 and binding without prejudice to Article 15/18 of the Gas Act of 12 April 1965, the Parties agree that arbitration shall be the sole means for final resolution of any disputes arising out of or in accordance connection with this Section 10.7 LSA, including any question regarding its existence, validity, interpretation, performance or termination or relating to non-contractual obligations arising out of or in connection with this LSA (a “Dispute”).If any Dispute arises between Shipper and Terminal Operator, the Parties shall first promptly discuss such Dispute in an attempt to resolve such Dispute amicably through negotiations.If any such Dispute has not been resolved at the latest within sixty (60) Days after either Party has notified the other in writing of the existence of the Dispute, then either Shipper or Terminal Operator may refer the Dispute to be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”).Such arbitration shall be conducted in accordance with the Commercial Rules of Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator ICC prevailing and in effect as at the date either Party refers the Dispute to arbitration. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator The arbitral tribunal shall be neutral and independent composed of both Parties and all of their respective Affiliates three (3) arbitrators, shall have significant experience and expertise appointed in licensing and partnering agreements in accordance with the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria said Rules. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion seat of the arbitration hearing will be Paris, issue France. The language of the arbitration will be English.The Parties waive any defence based on sovereign immunity to arbitration, immunity to judicial proceedings to enforce or to aid any such arbitration, and immunity to enforcement and execution of the award or of any judgment entered thereon.The decision of the arbitral tribunal shall include a written award and statement of the reasons for such decision describing and shall be final and binding on the essential findings and conclusions on which Parties. Judgement upon the award is based, including of the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator arbitrators may be enforced entered in any court or other authority having competent jurisdiction thereof, or application may be made to the court said courts or other authority for a judicial recognition acceptance of the award or and an order of enforcement enforcement, as the case may be , subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 3 contracts

Samples: LNG Services Agreement, LNG Services Agreement, LNG Services Agreement

Arbitration. Final Except as provided in Section 6.5 hereof, in the event that any disagreement, dispute, controversy or claim 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 (collectively, a "Dispute") cannot be resolved by the parties, and the parties do not agree to an alternate procedure for resolving the Dispute, the Dispute shall be resolved by final and binding arbitration arbitration, before a panel of three arbitrators in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of New York, New York administered by the American Arbitration Association ( "AAA ”) by a single arbitrator "). Either Party may, following the end of the good faith negotiation period referenced The parties agree to arbitration as an alternative to court proceedings in Section 10.7.2, refer any Dispute order ( other than an Excluded Dispute i) to obtain a prompt evidentiary hearing and an arbitrator's final award resolving any dispute, (ii) to do so expeditiously, and (iii) to do so economically. During the arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice proceeding, the Parties shall meet and discuss arbitrator, in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates arbitrator's sole discretion, shall have significant experience the right to grant requests for discovery of documents, the taking of depositions, and expertise the issuance of subpoenas in licensing accordance with rules of the AAA. The Company and partnering agreements the Executive shall each have the right to designate one of such arbitrators, and the two arbitrators shall together designate the third such arbitrator. The forum for any such action shall be New York, New York. Each party hereby promises to cooperate in the pharmaceutical industry and other relevant experience and (b) any changes in arbitration process to effectuate these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria purposes. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in accordance with the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is rules of the essence AAA which are in effect at the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion time of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed arbitration. Judgment on the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise accordance with Delaware law.

Appears in 3 contracts

Samples: Agreement (Olsten Corp), Agreement (Olsten Corp), Agreement (Olsten Corp)

Arbitration. Final Executive and binding the Company agree that any and all disputes between the parties hereto arising from or relating to this Agreement, and/or any release executed by Executive pursuant to the terms of this Agreement, other than under Article V (with respect to which either party may seek an injunction in aid of arbitration in accordance with this Section 10.7 such as an order seeking specific performance or injunctive or other equitable relief), shall be submitted and decided by binding confidential arbitration before a single arbitrator in accordance with the Commercial Employment Arbitration Rules and Supplementary Mediation Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced then in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York effect, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment judgment on the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof . Venue for the arbitration shall be in St. Louis County, Missouri and the laws as set forth in Section 7.9 will apply. Any demand for arbitration shall be made within a reasonable time after the claim, dispute, or application may other matter in question has arisen, and in no event shall any such demand be made to after the court for a judicial recognition date when institution of the award legal or an order of enforcement as the case may be equitable proceedings based on such claim, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction dispute or other interim equitable relief, concerning a dispute matter in question would be barred by the applicable statute of limitations. Under no circumstances will either prior party be subject to or during any arbitration if necessary to protect the interests punitive damages. Each party hereto shall bear its costs of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that However, to the arbitration shall be kept confidential and that extent permitted by applicable laws, the existence of prevailing party in the proceeding and any element of its (including any pleadings arbitration, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond as designated by the arbitrator, the Parties, their counsel and any Person necessary shall be entitled to the conduct recover its reasonable cost of the proceeding arbitration, except including, without limitation, its reasonable attorneys’ fees, from the other party as may lawfully determined by the arbitrator in or following the decision on the merits. Any disputes about the enforcement of this Section 7.19 shall be required submitted to arbitration, and the arbitrator shall have the authority to sever any provision of this Section 7.19 which would render the provision unenforceable as a matter of then existing law in judicial proceedings relating to the arbitration or otherwise. accordance with Section 7.3. * * * * *

Appears in 3 contracts

Samples: Executive Employment Agreement (Express Scripts Holding Co.), Executive Employment Agreement (Express Scripts Holding Co.), Executive Employment Agreement (Express Scripts Holding Co.)

Arbitration. Final For any Dispute involving amounts owed under the Agreement, or whether a Party has breached its obligations under the Agreement (and/or has cured such breach), such Dispute (if not resolved by the Parties under Section 11.1) shall be resolved by final and binding arbitration in accordance with this Section 10.7 shall be in accordance with 11.2, under the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2 11.1, refer any such Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days [***] of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these these[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days [***] of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days [***] after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded awarded (if applicable). The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 11.2 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief , ; concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise.

Appears in 3 contracts

Samples: License Agreement (Mirna Therapeutics, Inc.), License Agreement (Mirna Therapeutics, Inc.), License Agreement (Mirna Therapeutics, Inc.)

Arbitration. Final If any dispute or controversy arises under or in connection with this Agreement, is not resolved within a commercially reasonable time not to exceed sixty (60) days, then such dispute or controversy shall be settled exclusively by arbitration, conducted before a single neutral arbitrator at a location mutually agreed between the Company and binding arbitration Executive within the state of the Company’s headquarters at such time in accordance with the Employment Arbitration Rules & Procedures of JAMS (“JAMS”) then in effect, in accordance with this Section 10.7 13(h), except as otherwise prohibited by any nonwaivable provision of applicable law or regulation. The parties hereby agree that the arbitrator shall be construe, interpret and enforce this Agreement in accordance with its express terms, and otherwise in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes governing law as set forth in Section 13(a). Judgment may be entered on the arbitration award in any court having jurisdiction, provided, however, that either Party shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the American Arbitration Association (“AAA”) by provisions of this Agreement and Executive hereby consents that such restraining order or injunction may be granted without requiring the other Party to post a single bond. Unless the parties otherwise agree, only individuals who are on the JAMS register of arbitrators shall be selected as an arbitrator. Either Party may Additionally, following except upon showing of cause each party shall have the end right to propound no more than 10 special interrogatories and requests for admission, and to take the deposition of the good faith negotiation period referenced in Section 10.7.2, refer one individual and any Dispute (other than an Excluded Dispute) to arbitration expert witness designated by submitting written notice to the other Party party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) 20 days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a the arbitrator shall prepare written award and statement findings of decision describing the essential findings fact and conclusions on which of law. It is mutually agreed that the award is based, including written decision of the calculation of any damages awarded. The arbitrator shall be authorized valid, binding, final and enforceable by any court of competent jurisdiction. In the event action is brought pursuant to this Section 13(h), the arbitrator shall have authority to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages fees and costs to the extent prevailing party, in accordance with applicable law. If in the opinion of the arbitrator there is no prevailing party, then each party shall pay its own attorney’s fees and expenses. Both Executive and the Company expressly excluded under waive their right to a jury trial. Nothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Agreement , or (ii) reform, modify or materially change this Agreement or . This dispute resolution process and any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by arbitration hereunder shall be confidential and neither any Party nor the arbitrator may be enforced shall disclose the existence, contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in any court having competent jurisdiction thereof, or application may be made a Court to the court for a judicial recognition of the award enforce this arbitration provision or an order of enforcement as the case may be, subject only to revocation on grounds of fraud award from such arbitration or clear bias on the part of the arbitrator otherwise in a legal proceeding. Notwithstanding anything contained in this Section 10.7.3 to the contrary foregoing, either Party shall Executive and the Company each have the right to seek equitable relief resolve any issue or interim or provisional relief from a court dispute over intellectual property rights by Court action instead of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding arbitration. The Parties agree that the arbitration shall be kept confidential and that the existence Company may also enjoin by Court action any breach of the proceeding and any element of its (including any pleadings, briefs Sections 5-6 or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except 7 as may lawfully be required in judicial proceedings relating to the arbitration or otherwise permitted by Section 8.

Appears in 3 contracts

Samples: Employment Agreement (DENTSPLY SIRONA Inc.), Employment Agreement (DENTSPLY SIRONA Inc.), Employment Agreement (DENTSPLY SIRONA Inc.)

Arbitration. Final In the event any Dispute is not resolved by the CEOs within thirty (30) days after receipt of the written notice of such Dispute provided by a Party to the other Party pursuant to Section 12.1, then MDCO and Eagle shall resolve such Dispute by final and binding arbitration. Whenever MDCO or Eagle decides to institute arbitration in accordance with this Section 10.7 proceedings, it shall give written notice to that effect to the other Party. Arbitration shall be held in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes metropolitan area of New York, New York, USA, according to the then-current commercial arbitration rules of the American Arbitration Association (“AAA” ) ), except to the extent such rules are inconsistent with this ARTICLE 12. The arbitration will be conducted by a single arbitrator. Either Party may, following panel of three (3) arbitrators appointed in accordance with AAA rules; provided that each of MDCO and Eagle shall within thirty (30) days after the end institution of the good faith negotiation period referenced in Section 10.7.2 arbitration proceedings appoint one arbitrator each, refer any Dispute and such arbitrators shall select, if available, a third arbitrator within thirty ( other than an Excluded Dispute 30) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk days thereafter. If the Parties cannot agree on such two first arbitrators are unable to select a third arbitrator within fifteen (15) days of request by a Party for arbitration such period, then such the third arbitrator shall be appointed by AAA in accordance with AAA rules. Any arbitrator chosen hereunder shall have educational training and industry experience sufficient to demonstrate a reasonable level of relevant scientific, which arbitrator financial, medical and industry knowledge. All arbitrators eligible to conduct the arbitration must meet agree to render their opinion(s) as soon as reasonably practicable following the foregoing criteria final arbitration hearing. The arbitration proceedings and decisions of the arbitrators shall be held in New York confidential, New York, final and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is binding on all of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed Parties. Judgment on the award so rendered may be entered in a court having jurisdiction thereof. The attorneys’ fees of the Parties in any arbitration, fees of the arbitrators and costs and expenses of the arbitration shall be borne by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to Parties as determined by the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator arbitrators. Notwithstanding anything contained Nothing in this Section 10.7.3 to the contrary, 12.2 will preclude either Party shall have the right to seek from seeking equitable relief in accordance with Section 12.3 or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute Dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that Notwithstanding the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator foregoing, the Parties Parties are not required to resolve Disputes related to ownership, their counsel and any Person necessary filing, prosecution, maintenance, defense or enforcement of Patents pursuant to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise this Section 12.2.

Appears in 3 contracts

Samples: License and Development Agreement (Eagle Pharmaceuticals, Inc.), License and Development Agreement (Eagle Pharmaceuticals, Inc.), License and Development Agreement (Eagle Pharmaceuticals, Inc.)

Arbitration. Final The Parties hereby covenant and binding arbitration agree that, except as otherwise set forth in accordance with this Section 10.7 Agreement, any suit, dispute, claim, demand, controversy or cause of action of every kind and nature whatsoever, known or unknown, fixed or contingent, that the Parties may now have or at any time in the future claim to have based in whole or in part, or arising from or that in any way is related to the negotiations, execution, interpretation or enforcement of this Agreement (collectively, the "Disputes") shall be in accordance with completely and finally settled by submission of any such Disputes to arbitration under the Commercial Rules of Arbitration Rules and Supplementary Procedures for Large Complex Disputes Conciliation of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced then in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk effect. If the Parties cannot to the Dispute are unable to agree on such arbitrator within fifteen (15) days of request by a Party for arbitration single arbitrator, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The binding arbitration shall be held conducted before a panel of three (3) arbitrators that shall be comprised of one (1) arbitrator designated by each Party to the Dispute and a third arbitrator designated by the two (2) arbitrators selected by the Parties to the Dispute. Unless the Parties to the Dispute agree otherwise, the arbitration proceedings shall take place in New York Denver, New York, Colorado and the proceedings arbitrator(s) shall apply the law of the State of Colorado, USA, to all issues in dispute, in accordance with Section 10(h). The findings of the arbitrator(s) shall be conducted in final and binding on the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages Parties to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed Dispute. Judgment on the such award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof of appropriate jurisdiction, or application may be made to the that court for a judicial recognition acceptance of the award or and an order of enforcement enforcement, as the case party seeking to enforce that award may be elect. Notwithstanding any applicable rules of arbitration, subject only to revocation on grounds all arbitral awards shall be in writing and shall set forth in particularity the findings of fact and conclusions of law of the arbitrator or arbitrators. If the Buyer makes any claim based upon the alleged intentional fraud or clear bias on the part willful misconduct of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 Seller or its shareholders and such claim is not found by the arbitrator(s) to be valid or proven, the contrary, either Party Buyer shall have pay the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence costs of the Seller or its shareholders incurred in connection with such arbitration proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise reasonable attorneys fees).

Appears in 3 contracts

Samples: Rmi Net Inc, Rmi Net Inc, Rmi Net Inc

Arbitration. Final and With the exception of matters in which equitable or injunctive relief is sought or required, the parties to this Agreement shall submit all disputes relating to this Agreement, whether sounding in contract, tort, or based on a state, federal or administrative statute, rule, or regulation, or all of them, to binding arbitration in accordance with this California Civil Procedure Code Sections 1280 through 1294.2. Either party may enforce the award of the arbitrator under Section 10.7 1285 of the Code. The parties understand that they are waiving their rights to a jury trial. For matters in which equitable or injunctive relief is sought or required, a court of competent jurisdiction shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by appropriate forum. The party demanding arbitration shall submit a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice claim to the other Party party, setting out the basis of the claim and proposing the name of the arbitrator. Within fifteen The responding party shall have ten ( 15 10) Business Days of delivery of such notice business days in which to respond to this demand in a written answer, and to either accept or reject the proposed arbitrator. If the proposed arbitrator is accepted, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve arbitration will proceed before the issue designated arbitrator, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or who will establish the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding . The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder ; provided, however, that reasonable discovery rules will apply so that both sides can obtain the damage necessary information to prepare the matter for arbitration, but recognizing that certain limitations described may be appropriate to lessen the cost of the arbitration; provided, further, that the arbitrator shall permit the filing of motions for summary judgment. If the responding party rejects the proposed arbitrator, said party will propose an arbitrator to the party demanding arbitration who shall have ten (10) days to either accept or reject the proposed arbitrator. If rejected, the entire dispute will then be submitted to the American Arbitration Association and will be governed by its then Employment Dispute and/or Commercial Litigation Rules. In either case, the Arbitration will be conducted in part the County of Los Angeles and the costs of it ( i administrative and arbitrator fees) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered be borne by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise Company.

Appears in 3 contracts

Samples: Amended and Restated Letter Agreement (Knight Fuller Inc), Amended and Restated Letter Agreement (Knight Fuller Inc), Amended and Restated Letter Agreement (Knight Fuller Inc)

Arbitration. Final a) The parties agree that any controversy or claim (including all claims pursuant to common and binding arbitration in accordance statutory law) relating to this Agreement or arising out of Executive’s employment with this Section 10.7 the Company, shall be in accordance with resolved exclusively through arbitration pursuant to the Commercial Arbitration National Rules and Supplementary Procedures for Large Complex the Resolution of Employment Disputes of the American Arbitration Association (“AAA” ) ). Any such arbitration proceeding shall take place in Dallas County, Texas. All disputes shall be resolved by a single arbitrator. Either Party may The arbitrator will have the authority to award the same remedies, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet damages and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure costs that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an court could award , notwithstanding the failure of either Party to participate in the proceedings . The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written reasoned award explaining the decision, the reasons for the decision and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall arbitrator’s decision will be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed final and binding. Judgment The judgment on the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof , or application may . This provision can be made enforced under the Federal Arbitration Act.(b) As the sole exception to the court for a judicial recognition exclusive and binding nature of the award or an order of enforcement as arbitration commitment set forth above, Executive and the case may be, subject only to revocation on grounds of fraud or clear bias on Company agree that the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party Company shall have the right to seek equitable relief or interim or provisional relief from initiate an action in a court of competent jurisdiction, including a temporary restraining order jurisdiction in order to request temporary, preliminary injunction and permanent injunctive or other interim equitable relief, concerning including, without limitation, specific performance, to enforce the terms of Sections 9, 10, 11, 12 or 13, above, without the necessity of proving inadequacy of legal remedies or irreparable harm or posting bond. However, nothing in this section should be construed to constitute a dispute either prior waiver of the parties’ rights and obligations to or during any arbitration if necessary to protect the interests arbitrate regarding matters other than those specifically addressed in this paragraph.(c) Should a court of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree competent jurisdiction determine that the arbitration shall scope of any provision of this Section 15 is too broad to be kept confidential and enforced as written, the parties intend that the existence of court reform the proceeding provision to such narrower scope as it determines to be reasonable and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise enforceable.

Appears in 3 contracts

Samples: Amended and Restated Employment Agreement (Zale Corp), Employment Agreement (Zale Corp), Employment Agreement (Zale Corp)

Arbitration. Final (a) All disputes, controversies, or claims arising out of or relating to this Agreement or the Notarial Deed and binding arbitration in accordance with this Section 10.7 Assignment Agreement, or any breach, interpretation of enforcement thereof shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then prevailing ( the AAA Rules ) by a single arbitrator ). Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The Such arbitration shall be held in New York, New York , . Either party may initiate arbitration by sending written notice of its intention to arbitrate to the other specifying a description of the dispute and the proceedings remedy sought (the “Arbitration Notice”); provided that in no event may an Arbitration Notice be delivered, or other demand for arbitration be made, after the date on which the institution of a legal or equitable proceeding based on such claim, dispute or other matter in question would be barred by New York law. Arbitration shall be conducted in by a single arbitrator chosen by the English language parties; provided that if the parties fail to agree and approve such single arbitrator within thirty (30) days after delivery of the Arbitration Notice, each party shall then select an arbitrator and the two arbitrators so selected shall themselves appoint a third arbitrator. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five hearing will commence no later than sixty ( 45 60) calendar days after the conclusion arbitrator(s) is selected. Expenses of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator arbitrator(s) shall be authorized to award compensatory damages borne by the parties in accordance with the Rules. Notwithstanding the foregoing, but the arbitrator(s) shall not be authorized to (i) award non-economic or any punitive damages with respect to the extent expressly excluded under any such dispute, controversy or claim, nor may either party seek any such damages relating to any matter arising out of, or relating to, this Agreement, or (ii) reform, modify or materially change this the Notarial Deed and Assignment Agreement or the parties’ performance hereunder and thereunder in any other CONFIDENTIAL agreements contemplated hereunder; provided forum.(b) The decision of the arbitrator(s) shall be final and binding on the parties, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed their successors and permitted assigns. Judgment on the award rendered by the arbitrator arbitrator(s) may be enforced entered in any court having competent jurisdiction thereof jurisdiction, or application may and then shall be made to enforceable against the court for a judicial recognition of parties in accordance with the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias 1958 Convention on the part Recognition and Enforcement of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary Foreign Arbitral Awards, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding as amended. The Parties agree parties intend that the arbitration shall this agreement to arbitrate be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise irrevocable.

Appears in 2 contracts

Samples: Share Purchase Agreement (Alliance Capital Management L P), Share Purchase Agreement (Alliance Capital Management Holding Lp)

Arbitration. Final and binding (a) Except as otherwise expressly provided herein, all disputes arising out of or concerning the existence, validity, interpretation or performance of this Agreement or any Transaction shall be resolved by arbitration in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which then in effect and administered by the International Centre for Dispute Resolution (the “ICDR”, and such rules, the “Rules”); provided that in the event the Rules conflict or are herein adopted inconsistent with the procedures set forth in this Section 14.10, the procedures set forth in an effort to expedite the process this Section 14.10 shall govern and otherwise ensure that the process is appropriate given the nature control. The decision of the dispute arbitration panel to be appointed hereunder (the “Arbitration Panel”) shall be final and binding on the parties and the values at risk. If parties hereby irrevocably waive any right of appeal or judicial review with respect to any aspect of the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria arbitration award. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction . (b) The Arbitration Panel shall consist of three arbitrators. Each party shall appoint a single arbitrator and the third arbitrator, including a temporary restraining order who shall preside over the Arbitration Panel, preliminary injunction shall be chosen by the two party-appointed arbitrators. If the responding party fails to appoint an arbitrator or if the two party-appointed arbitrators fail to appoint the third arbitrator within the prescribed time periods set forth in Section 14.10(c), then the appointments shall be made by the ICDR pursuant to the Rules. (c) Arbitration may be commenced by any party by giving written notice setting out the nature of the claim to the other interim equitable relief, concerning a dispute either prior party and to or during any arbitration if necessary the ICDR pursuant to protect the interests Rules. Within 15 days of such Party or to preserve notice, the status quo pending party demanding arbitration shall appoint its arbitrator. Within 15 days of that appointment, the other party shall appoint its arbitrator. Within 30 days after the appointment of both party-appointed arbitrators, those two arbitrators shall appoint the third arbitrator. (d) The arbitration proceeding and any evidentiary proceedings shall be conducted in English. The Parties agree that situs of the arbitration shall be kept New York City; provided that the Arbitration Panel may conduct proceedings in other locations if the parties so agree or if necessary for the taking of evidence. (e) Each arbitrator shall be impartial and shall be experienced with respect to commercial matters. (f) Any litigation commenced by any party in aid of the arbitration, or for injunctive relief to preserve assets, maintain the status quo or prevent any act pending the result of the arbitration shall be commenced only in any state court of the State of New York located in New York County or the United States District Court for the Southern District of New York, and any appellate court thereof, unless otherwise mutually agreed by the parties. With respect to any such litigation, each party hereby irrevocably consents to the exclusive jurisdiction of such courts and waives any objection to personal jurisdiction of and venue in such courts with respect to such proceedings and waives any claim that such forum is inconvenient. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE IN CONNECTION WITH ANY SUCH LITIGATION IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH LITIGATION. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.10(F). (g) The fact of arbitration, the claims and arguments made in the arbitration and any arbitration award shall be confidential and not be disclosed to any other person, except as required by Law or legal duty or in order to confirm, challenge or enforce the arbitration award. Materials and documents of any party utilized or produced in connection with the arbitration that are not otherwise public shall be treated as confidential by the existence of the proceeding other party and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond or utilized by the arbitrator other party other than in the arbitration. (h) The Arbitration Panel is authorized to award monetary damages and to grant injunctive relief, including interim relief pending the Parties final award. Any interim or provisional measures in the form of conservatory or injunctive relief ordered by the Arbitration Panel shall, their counsel and any Person necessary to the conduct extent permitted by applicable Law, be deemed final arbitration awards for purposes of enforceability. Any monetary award may include interest and shall be stated and payable in U.S. dollars. The Arbitration Panel is authorized to allocate as part of its award the costs and expenses of the proceeding arbitration, except excluding attorney’s fees, as may lawfully be required in judicial proceedings relating the Arbitration Panel deems reasonable. The Arbitration Panel is not authorized to the arbitration award punitive or otherwise exemplary damages.

Appears in 2 contracts

Samples: Transaction Agreement (MakeMyTrip LTD), Transaction Agreement (Naspers LTD)

Arbitration. Final (a) If a Dispute is not resolved by mediation as provided in Section 13.3 within thirty (30) days of the selection of a mediator (unless the mediator chooses to withdraw sooner), either party may submit the Dispute to be finally resolved by arbitration pursuant to the CPR Rules for Non-Administered Arbitration as then in effect (the “CPR Arbitration Rules”). The parties consent to a single, consolidated arbitration for all known Disputes existing at the time of the arbitration and binding for which arbitration in accordance with this Section 10.7 is permitted.(b) The neutral organization for purposes of the CPR Arbitration Rules will be the CPR. The arbitral tribunal shall be composed of three arbitrators who are each experienced in the U.S. reinsurance business, of whom each party shall appoint one in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes “screened” appointment procedure provided in Rule 5.4 of the American CPR Arbitration Association (“AAA”) by Rules. The non-party appointed arbitrator must have prior U.S. reinsurance experience as a single arbitrator. Either Party may present or former officer or management employee of a reinsurance company, following the end but not of the good faith negotiation period referenced in Section 10.7.2 Company, refer or the Reinsurer, or any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria affiliates. The arbitration shall be held conducted in New York York City. Each party shall be permitted to present its case, New York witnesses and evidence, and if any, in the presence of the other party. A written transcript of the proceedings shall be conducted in made and furnished to the English language parties. The arbitrators may proceed shall determine the Dispute in accordance with the law of New York, without giving effect to an award any conflict of law rules or other rules that might render such law inapplicable or unavailable, notwithstanding and shall apply this Agreement according to its terms, provided that the failure of either Party provisions relating to participate in arbitration shall be governed by the proceedings Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. The arbitrator arbitral tribunal shall be instructed that time is of the essence in the endeavor to render its award or order resulting from any arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after following the conclusion termination of the arbitration hearing, issue a written proceedings.(c) The parties agree to be bound by any award or order resulting from any arbitration conducted hereunder and statement of decision describing the essential findings and conclusions further agree that judgment on which the any award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded order resulting from an arbitration conducted under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator Section may be entered and enforced in any court having competent jurisdiction thereof thereof.(d) Except as expressly permitted by this Agreement, no party will commence or voluntarily participate in any court action or proceeding concerning a Dispute, except (i) for enforcement as contemplated by Section 13.4(c) above, (ii) to restrict or vacate an arbitral decision based on the grounds specified under applicable law, or application may be made (iii) for interim relief as provided in paragraph (e) below. For purposes of the foregoing the parties hereto submit to the court for a judicial recognition non-exclusive jurisdiction of the award or an order courts of enforcement as the case may be, subject only State of New York.(e) In addition to revocation on grounds of fraud or clear bias the authority otherwise conferred on the part of arbitral tribunal, the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party tribunal shall have the right authority to make such orders for interim relief, including injunctive relief, as it may deem just and equitable. Notwithstanding paragraph (d) above, each party acknowledges that in the event of any actual or threatened breach of certain of the provisions of this Agreement, the remedy at law would not be adequate, and therefore injunctive or other interim relief may be sought immediately to restrain such breach. If the tribunal shall not have been appointed, either party may seek equitable relief or interim or provisional relief from a court having jurisdiction if the award to which the applicant may be entitled may be rendered ineffectual without such interim relief. Upon appointment of competent jurisdiction the tribunal following any grant of interim relief by a court, including a temporary restraining order, preliminary injunction the tribunal may affirm or other interim equitable disaffirm such relief, concerning a dispute either prior to and the parties will seek modification or during any arbitration if rescission of the court action as necessary to protect accord with the interests tribunal’s decision.(f) Each party will bear its own attorneys’ fees and costs incurred in connection with the resolution of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required Dispute in judicial proceedings relating to the arbitration or otherwise accordance with this Article XIII.

Appears in 2 contracts

Samples: Insurance Agreement (Genworth Financial Inc), Insurance Agreement (Genworth Financial Inc)

Arbitration. Final (a) If a Dispute is not resolved by mediation as provided in Section 5.03 within thirty (30) days of the selection of a mediator (unless the mediator chooses to withdraw sooner), either party may submit the Dispute to be finally resolved by arbitration pursuant to the CPR Rules for Non-Administered Arbitration as then in effect (the “CPR Arbitration Rules”). The parties consent to a single, consolidated arbitration for all known Disputes existing at the time of the arbitration and binding for which arbitration in accordance with this Section 10.7 is permitted.(b) The neutral organization for purposes of the CPR Arbitration Rules will be the CPR. The arbitral tribunal shall be composed of three arbitrators who are each experienced in the U.S. reinsurance business, of whom each party shall appoint one in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes “screened” appointment procedure provided in Rule 5.4 of the American CPR Arbitration Association (“AAA”) by Rules. The non-party appointed arbitrator must have prior U.S. reinsurance experience as a single arbitrator. Either Party may present or former officer or management employee of a reinsurance company, following but not of GNA or the end of the good faith negotiation period referenced in Section 10.7.2, refer Company or any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria affiliates. The arbitration shall be held conducted in New York York City. Each party shall be permitted to present its case, New York witnesses and evidence, and if any, in the presence of the other party. A written transcript of the proceedings shall be conducted in made and furnished to the English language parties. The arbitrators may proceed shall determine the Dispute in accordance with the law of Illinois, without giving effect to an award any conflict of law rules or other rules that might render such law inapplicable or unavailable, notwithstanding and shall apply this Agreement according to its terms, provided that the failure of either Party provisions relating to participate in the proceedings. The arbitrator arbitration shall be instructed governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.(c) The parties agree to be bound by any award or order resulting from any arbitration conducted hereunder and further agree that time is of the essence in the judgment on any award or order resulting from an arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded conducted under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator Section 5.04 may be entered and enforced in any court having competent jurisdiction thereof thereof.(d) Except as expressly permitted by this Agreement, no party will commence or voluntarily participate in any court action or proceeding concerning a Dispute, except (i) for enforcement as contemplated by Section 5.04(c) above, (ii) to restrict or vacate an arbitral decision based on the grounds specified under applicable law, or application may be made (iii) for interim relief as provided in paragraph (e) below. For purposes of the foregoing the parties hereto submit to the court for a judicial recognition non-exclusive jurisdiction of the award or an order courts of enforcement as the case may be, subject only State of New York.(e) In addition to revocation on grounds of fraud or clear bias the authority otherwise conferred on the part of arbitral tribunal, the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party tribunal shall have the right authority to make such orders for interim relief, including injunctive relief, as it may deem just and equitable. Notwithstanding paragraph (d) above, each party acknowledges that in the event of any actual or threatened breach of certain of the provisions of this Agreement, the remedy at law would not be adequate, and therefore injunctive or other interim relief may be sought immediately to restrain such breach. If the tribunal shall not have been appointed, either party may seek equitable relief or interim or provisional relief from a court having jurisdiction if the award to which the applicant may be entitled may be rendered ineffectual without such interim relief. Upon appointment of competent jurisdiction the tribunal following any grant of interim relief by a court, including a temporary restraining order, preliminary injunction the tribunal may affirm or other interim equitable disaffirm such relief, concerning a dispute either prior to and the parties will seek modification or during any arbitration if rescission of the court action as necessary to protect accord with the interests tribunal’s decision.(f) Each party will bear its own attorneys fees and costs incurred in connection with the resolution of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required Dispute in judicial proceedings relating to the arbitration or otherwise. accordance with this Article V.

Appears in 2 contracts

Samples: Business Services Agreement (Genworth Financial Inc), Business Services Agreement (Genworth Financial Inc)

Arbitration. Final (a) Unless the Holders or the Trustee opt for court proceedings pursuant to ‎Section 14.10, any dispute, controversy or claim arising in any way out of or in connection with this Indenture, any Note, the Parent Guarantee or any Subsidiary Guarantee (including, without limitation: (i) any question relating to contractual, pre-contractual or non-contractual rights, obligations or liabilities; and (ii) any issue as to the existence, validity or termination of this Indenture, any Note, the Parent Guarantee or any Subsidiary Guarantee (a “Dispute”) shall be referred to and finally resolved by binding arbitration in accordance with this Section 10.7 shall be administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Commercial HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted in accordance with such Rules (the “Rules”), which Rules are deemed to be incorporated by reference into and Supplementary Procedures for Large Complex Disputes as may be amended by the rest of this Section.(b) The tribunal shall consist of three arbitrators who shall be appointed in accordance with the Rules.(c) The seat of the American Arbitration Association (“AAA” arbitration shall be Hong Kong SAR. This arbitration agreement shall be governed by the laws of the Hong Kong SAR.(d) The language of the arbitration proceedings shall be English.(e) Any award of the tribunal shall be made in writing and shall be final and binding on the parties from the day it is made. The parties undertake to carry out any award without delay.(f) The parties agree that any Dispute(s) arising out of or in connection with this Indenture, any Note, the Parent Guarantee or any Subsidiary Guarantee may be determined together, by way of joinder and/or consolidation and/or multiple claims being heard together in a single arbitrator arbitration, in accordance with the Rules. Either Party may Where joinder or consolidation occurs, following the end of the good faith negotiation period referenced or multiple claims are heard together in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice a single arbitration, the Parties shall meet and discuss in good faith and agree on (a to all such arbitration(s) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent deemed to have waived their right to designate an arbitrator. The Parties waive any objection, on the basis of both Parties and all of their respective Affiliates joinder, shall have significant experience and expertise consolidation or multiple claims being heard together in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for single arbitration, then such arbitrator shall be appointed to the validity and/or enforcement of any award made by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence arbitral tribunal in the arbitration proceeding. The arbitrator shall or consolidated proceedings, within forty-five (45 in so far as such waiver can validly be made.(g) calendar days after the conclusion Each of the arbitration hearing Company, issue a written award ERC, and statement each of decision describing their Subsidiaries that are Subsidiary Guarantors consent to, and will not object to, the essential findings referral to and conclusions on which the award is based, including the calculation resolution of any damages awarded. The arbitrator Dispute through arbitration pursuant to this ‎Section 14.09.(h) Nothing in this ‎Section 14.09 shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or construed as preventing any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief party from seeking conservatory or interim or provisional relief from a any court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 2 contracts

Samples: Senior Note (Energy Resources Rail LLC), Senior Note (Enrestechnology LLC)

Arbitration. Final (a)Agreement to Arbitrate. Subject to the equitable remedies provided under Section 10.11, any and all claims, demands, causes of action, disputes, controversies and other matters in question (all of which are referred to herein as “Claims”) arising out of or relating to this Agreement, shall be resolved by binding arbitration in accordance with pursuant to the procedures set forth by the International Institute for Conflict Prevention and Resolution (the “CPR”). Each of the parties agrees that arbitration under this Section 10.7 10.08 is the exclusive method for resolving any Claim and that it will not commence an action or proceeding based on a Claim hereunder, except to enforce the arbitrators' decisions as provided in this Section 10.08, to compel any other party to participate in arbitration under this Section 10.08. The governing law for any such action or proceeding shall be the law set forth in accordance with Section 10.08(f).(b)Initiation of Arbitration. If any Claim has not been resolved by mutual agreement on or before the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes 15th day following the first notice of the American Arbitration Association (“AAA”) Claim to or from a disputing party, then the arbitration may be initiated by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration one party by submitting written notice providing to the other Party party a written notice of arbitration specifying the Claim or Claims to be arbitrated. Within fifteen (15) Business Days of delivery of such notice If a party refuses to honor its obligations to arbitrate under this provision, the Parties shall meet other party may compel arbitration in either federal or state court in Houston, Texas and discuss in good faith seek recovery of its attorneys' fees and agree on (a) an arbitrator court costs incurred if the arbitration is ordered to resolve the issue, which arbitrator proceed.(c)Place of Arbitration. The arbitration proceeding shall be neutral and independent conducted in Houston, Texas, or some other location mutually agreed upon by the parties.(d)Selection of both Parties and all Arbitrators. The arbitration panel (the “Panel”) shall consist of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in three arbitrators who are qualified to hear the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules type of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature Claim at issue. They may be selected by agreement of the dispute and Parties within thirty days of the values at risk notice initiating the arbitration procedure, or from the date of any order compelling such arbitration to proceed. If the Parties cannot fail to agree on such arbitrator within fifteen (15) days upon the designation of request by a Party for arbitration any or all the Panel, then such arbitrator the Parties shall be appointed by AAA, which arbitrator must meet request the foregoing criteria assistance of the CPR. The Panel shall make all of its decisions by majority vote. Evident partiality on the part of an arbitrator exists only where the circumstances are such that a reasonable person would have to conclude there in fact existed actual bias, and a mere appearance or impression of bias will not constitute evident partiality or otherwise disqualify an arbitrator. The decision of the Panel will be binding and non-appealable, except as permitted under the Federal Arbitration Act.(e)Choice of Law as to Procedural Matters. The enforcement of this agreement to arbitrate, and all procedural aspects of the proceeding pursuant to this agreement to arbitrate, including but not limited to, the issues subject to arbitration shall be held in New York (i.e., New York arbitrability), the scope of the arbitrable issues, and the proceedings rules governing the conduct of the arbitration, unless otherwise agreed by the Parties, shall be governed by and construed pursuant to the Federal Arbitration Act.(f)Choice of Law as to Substantive Claims. In deciding the substance of the parties' Claims, the arbitrators shall apply the substantive laws of the State of Texas (excluding Texas choice-of-law principles that might call for the application of the law of another jurisdiction).(g)Procedure. It is contemplated that the arbitration proceeding will be self-administered by the parties and conducted in accordance with procedures jointly determined by the English language. The arbitrators may proceed to an award, notwithstanding Panel and the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder Parties; provided, however, that if either or both Parties believes the damage limitations described in part (i) of this sentence process will not apply be enhanced if such damages are statutorily imposed. Judgment on the award rendered it is administered by the arbitrator may be enforced in any court having competent jurisdiction thereof CPR, then either or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party both Parties shall have the right to seek equitable relief cause the process to become administered by the CPR and, thereafter, the arbitration shall be conducted, where applicable or interim appropriate, pursuant to the administration of the CPR. In determining the extent of discovery, the number and length of depositions, and all other pre-hearing matters, the Panel shall endeavor to the extent possible to streamline the proceedings and minimize the time and cost of the proceedings. (h)Final Hearing. The final hearing shall be conducted within 120 days of the selection of the entire Panel. The final hearing shall not exceed ten business days, with each party to be granted one-half of the allocated time to present its case to the arbitrators, unless otherwise agreed by the Parties.(i)Damages. Only actual damages may be awarded. It is expressly agreed that the Panel shall have no authority to award treble, exemplary or provisional relief from a court punitive damages of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect type under any circumstances regardless of whether such damages may be available under the interests applicable law.(j)Decision of such Party or to preserve the status quo pending Arbitration. The Panel shall render its final decision and award in writing within 20 days of the completion of the final hearing completely resolving all of the Claims that are the subject of the arbitration proceeding. The Parties agree Panel shall certify in its decision that no part of its award includes any amount for treble, exemplary or punitive damages. The Panel's decision and award shall be final and non-appealable to the maximum extent permitted by law. Any and all of the Panel's orders and decisions will be enforceable in, and judgment upon any award rendered in the arbitration proceeding may be confirmed and entered by, any federal or state court in Houston, Texas having jurisdiction.(k)Confidentiality. All proceedings conducted hereunder and the decision and award of the Panel shall be kept confidential and that by the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding Panel and, except as may lawfully be required by law or stock exchange regulation or in judicial proceedings relating any proceeding to enforce any decision or award by the arbitration or otherwise Panel, by the Parties.

Appears in 2 contracts

Samples: Capacity Purchase Agreement (Republic Airways Holdings Inc), Capacity Purchase Agreement (Republic Airways Holdings Inc)

Arbitration. Final (a)Subject to Section 12(b), any dispute, controversy or claim between Employee and binding any member of the Company Group arising out of or relating to this Agreement or Employee’s employment or engagement with any member of the Company Group will be finally settled by arbitration in accordance with this Section 10.7 shall be Houston, Texas in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the then-existing American Arbitration Association (“AAA”) Employment Arbitration Rules. The arbitration award shall be final and binding on both parties. Any arbitration conducted under this Section 12 shall be heard by a single arbitrator. Either Party may, following arbitrator (the end “Arbitrator”) selected in accordance with the then-applicable rules of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party AAA. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator All disputes shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in arbitrated on an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York individual basis, and the proceedings shall each party hereto hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be conducted in the English language. The arbitrators may proceed to an award similarly situated, notwithstanding the failure of either Party or to participate as a class member in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration such a proceeding. The arbitrator shall Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, within forty-five (45) calendar days after the conclusion of Arbitrator shall have the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized power to (i) award non-economic or punitive damages gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the extent expressly excluded under this Agreement dispute before him or her (and each party will provide such materials, or information, testimony and evidence requested by the Arbitrator), and (ii) reform grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, modify rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered by any court of competent jurisdiction. (b)Notwithstanding Section 12(a), either party may make a timely application for, and seek to obtain, judicial emergency or materially change this Agreement or temporary injunctive relief to enforce any other CONFIDENTIAL agreements contemplated hereunder of the provisions of Sections 9 through 11; provided, however, that the damage limitations described remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 12. (c)By entering into this Agreement and entering into the arbitration provisions of this Section 12, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (d)Nothing in part this Section 12 shall prohibit a party to this Agreement from (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in instituting litigation to enforce any court having competent jurisdiction thereof arbitration award, or application may be made (ii) joining the other party to the court for this Agreement in a judicial recognition of the award litigation initiated by a person or an order of enforcement as the case may be entity that is not a party to this Agreement. Further, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained nothing in this Section 10.7.3 to the contrary 12 precludes Employee from filing a charge or complaint with a federal, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction state or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise governmental administrative agency.

Appears in 2 contracts

Samples: Employment Agreement (Select Energy Services, Inc.), Employment Agreement (Select Energy Services, Inc.)

Arbitration. Final and binding arbitration All disputes arising out of or in accordance connection with this Section 10.7 Agreement and the transactions contemplated hereby and thereby, which cannot be resolved through the procedures described herein or therein shall be in accordance with finally resolved solely and exclusively by means of arbitration under the Commercial Arbitration Rules and Supplementary Procedures then-current rules for Large Complex Disputes non-administered arbitration of the American Arbitration Association International Institute for Conflict Prevention and Resolution ( “AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute "CPR Rules") to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss be conducted in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements English in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules City of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria Tulsa. The arbitration shall be held conducted by a panel of three (3) arbitrators appointed by agreement of the Parties, or failing such agreement, under the CPR Rules, provided that any arbitrator selected shall be a retired federal judge of a court within the jurisdiction of the United States. The arbitration will proceed in New York accordance with the CPR Rules. The decision of the arbitrators shall be final, New York conclusive, and binding upon the proceedings shall be conducted in the English language. The arbitrators may proceed to an award Parties, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue and a written award and statement of decision describing the essential findings and conclusions on which judgment upon the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced obtained and entered in any court having competent jurisdiction thereof, federal or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a state court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding . The Parties agree that the any arbitration shall be kept confidential and that the existence of the proceeding and any element of its such arbitration (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions submissions, and any awards) shall not be disclosed beyond the arbitrator arbitral tribunal, the Parties, their counsel and any Person persons necessary to conduct the conduct of the proceeding arbitration, except as may lawfully be required in judicial proceedings recognition and enforcement proceedings, if any, or in order to satisfy disclosure obligations imposed by any applicable law. The Parties agree to cooperate in providing each other with all discovery, including but not limited to the exchange of documents and depositions of Parties and non-Parties, reasonably related to the issues in the arbitration. If the Parties are unable to agree on any matter relating to such discovery, any such difference shall be determined by the arbitrators. The award of the arbitrators shall be final and binding upon the Parties, and shall not be subject to any appeal or review. The Parties agree that such award may be recognized and enforced in any court of competent jurisdiction. The Parties also agree to submit to the non-exclusive personal jurisdiction of the federal and state courts sitting in Oklahoma, for the limited purpose of enforcing this arbitration agreement (including, where appropriate, issuing injunctive relief) or any award resulting from arbitration pursuant to this Section 11.12. The Parties agree that except in the case of fraud the arbitration proceeding described in this Section 11.12 is the sole and exclusive manner in which the Parties may resolve disputes arising out of or otherwise in connection with this Agreement. The arbitrators have the discretion to grant the prevailing Party in any arbitration attorneys' fees and costs and make the non-prevailing Party responsible for all expenses of the arbitration.

Appears in 2 contracts

Samples: Northern Border Partners Lp, Northern Border Partners Lp

Arbitration. Final and binding arbitration All disputes arising out of or in accordance connection with this Section 10.7 Agreement and the transactions contemplated hereby and thereby, which cannot be resolved through the procedures described herein or therein shall be in accordance with finally resolved solely and exclusively by means of arbitration under the Commercial Arbitration Rules and Supplementary Procedures then-current rules for Large Complex Disputes non-administered arbitration of the American Arbitration Association International Institute for Conflict Prevention and Resolution (“ AAA CPR Rules”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced to be conducted in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements English in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules City of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria Tulsa. The arbitration shall be held conducted by a panel of three (3) arbitrators appointed by agreement of the Parties, or failing such agreement, under the CPR Rules, provided that any arbitrator selected shall be a retired federal judge of a court within the jurisdiction of the United States. The arbitration will proceed in New York accordance with the CPR Rules. The decision of the arbitrators shall be final, New York conclusive, and binding upon the proceedings shall be conducted in the English language. The arbitrators may proceed to an award Parties, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue and a written award and statement of decision describing the essential findings and conclusions on which judgment upon the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced obtained and entered in any court having competent jurisdiction thereof, federal or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a state court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding . The Parties agree that the any arbitration shall be kept confidential and that the existence of the proceeding and any element of its such arbitration (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions submissions, and any awards) shall not be disclosed beyond the arbitrator arbitral tribunal, the Parties, their counsel and any Person persons necessary to conduct the conduct of the proceeding arbitration, except as may lawfully be required in judicial proceedings recognition and enforcement proceedings, if any, or in order to satisfy disclosure obligations imposed by any applicable law. The Parties agree to cooperate in providing each other with all discovery, including but not limited to the exchange of documents and depositions of Parties and non-Parties, reasonably related to the issues in the arbitration. If the Parties are unable to agree on any matter relating to such discovery, any such difference shall be determined by the arbitrators. The award of the arbitrators shall be final and binding upon the Parties, and shall not be subject to any appeal or review. The Parties agree that such award may be recognized and enforced in any court of competent jurisdiction. The Parties also agree to submit to the non-exclusive personal jurisdiction of the federal and state courts sitting in Oklahoma, for the limited purpose of enforcing this arbitration agreement (including, where appropriate, issuing injunctive relief) or any award resulting from arbitration pursuant to this Section 11.12. The Parties agree that except in the case of fraud the arbitration proceeding described in this Section 11.12 is the sole and exclusive manner in which the Parties may resolve disputes arising out of or otherwise in connection with this Agreement. The arbitrators have the discretion to grant the prevailing Party in any arbitration attorneys’ fees and costs and make the non-prevailing Party responsible for all expenses of the arbitration.

Appears in 2 contracts

Samples: Contribution Agreement (Oneok Inc /New/), Purchase and Sale Agreement (Oneok Inc /New/)

Arbitration. Final and binding arbitration All disputes arising out of or in accordance connection with this Section 10.7 Agreement, the Acquisition Documents, and the transactions contemplated hereby and thereby, which cannot be resolved through the procedures described herein or therein shall be in accordance with finally resolved solely and exclusively by means of arbitration under the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced to be conducted in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements English in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules City of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria New York. The arbitration shall be held in New York conducted by three (3) arbitrators appointed by agreement of the parties, New York or failing such agreement, and under the proceedings shall be conducted in Commercial Arbitration Rules of the English language American Arbitration Association. The arbitrators may arbitration will proceed to an award, notwithstanding in accordance with the failure of either Party to participate in the proceedings AAA’s Commercial Arbitration Rules. The decision of the arbitrator shall be instructed that time is of final, conclusive, and binding upon the essence in the arbitration proceeding. The arbitrator shall parties, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue and a written award and statement of decision describing the essential findings and conclusions on which judgment upon the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced obtained and entered in any court having competent jurisdiction thereof, federal or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a state court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding . The Parties parties agree that the any arbitration shall be kept confidential and that the existence of the proceeding and any element of its such arbitration (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions submissions, and any awards) shall not be disclosed beyond the arbitrator arbitral tribunal, the Parties parties, their counsel and any Person person necessary to conduct the conduct of the proceeding arbitration, except as may lawfully be required in judicial proceedings recognition and enforcement proceedings, if any, or in order to satisfy disclosure obligations imposed by any applicable Law. The parties agree to cooperate in providing each other with all discovery, including but not limited to the exchange of documents and depositions of parties and non-parties, reasonably related to the issues in the arbitration. If the parties are unable to agree on any matter relating to such discovery, any such difference shall be determined by the arbitrator. The award of the arbitrator shall be final and binding upon the parties, and shall not be subject to any appeal or review. The parties agree that such award may be recognized and enforced in any court of competent jurisdiction. The parties also agree to submit to the non-exclusive personal jurisdiction of the federal and state courts sitting in New York, New York, for the limited purpose of enforcing this arbitration agreement (including, where appropriate, issuing injunctive relief) or any award resulting from arbitration pursuant to this Section 10.09. The parties agree that the arbitration proceeding described in this Section 10.09 is the sole and exclusive manner in which the parties may resolve disputes arising out of or otherwise in connection with this Agreement and the Acquisition Documents. The arbitrator has the discretion to grant the prevailing party in any arbitration attorneys’ fees and costs and make the non-prevailing party responsible for all expenses of the arbitration.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Utstarcom Inc), Asset Purchase Agreement (Utstarcom Inc)

Arbitration. Final and binding arbitration All disputes, controversies or differences which may arise among the Parties out of or in accordance relation of or in connection with this Section 10.7 Agreement shall first be settled among the Parties amicably through good faith discussions upon the written request of any Party. In the event that any such dispute cannot be resolved thereby within a sixty (60) days after such written request, such dispute shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) finally settled by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for binding arbitration , then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria . The arbitration shall be held conducted in New York Tokyo, New York Japan, in accordance with the commercial arbitration rules of the Japan Commercial Arbitration Association ("JCAA"). The tribunal shall consist of three (3) arbitrators who shall apply the laws of Japan. The claimants and the proceedings defendants, each as a group, shall be conducted in the English language entitled to designate one arbitrator. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The third arbitrator shall be instructed that time is selected by other two (2) arbitrators from lists of candidates determined to have an expertise in the financing and information services relating to financial transactions on the internet in Japan and worldwide, submitted by each of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder Parties; provided, however, that if the damage limitations described arbitrators cannot agree on a third arbitrator within sixty (60) days, the third arbitrator shall be designated in part (i accordance with the rules of the JCAA. The arbitration shall be conducted in English. The arbitrators shall have the authority to grant specific performance, and to allocate among the Parties the costs of arbitration in such equitable manner as the arbitrators shall determine. The prevailing Party(ies) in the arbitration shall be entitled to receive reimbursement of this sentence will not apply if such damages are statutorily imposed its reasonable expenses incurred in connection therewith. Judgment on Judgement upon the award so rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof, or application may be made to the such court for a judicial recognition acceptance of the any award or and an order of enforcement enforcement, as the case may be , subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator . Notwithstanding anything contained in this Section 10.7.3 to the contrary foregoing, either any Party shall have the right to seek equitable relief or interim or provisional relief from institute a legal action in a court of competent jurisdiction, including proper jurisdiction for injunctive relief and/or a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo decree for specific performance pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise final settlement by arbitration.

Appears in 2 contracts

Samples: Shareholders Agreement (Insweb Corp), Shareholders Agreement (E Loan Inc)

Arbitration. Final and Any Arbitral Matter that is not resolved pursuant to Section 17.1, except for a dispute, claim or controversy under Section 17.9 or as otherwise noted in Section 17.1, will be settled by binding arbitration in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator as follows. Either Party may Party, following the end of the good faith negotiation [***] day period referenced in Section 10.7.2 17.1, may refer any Dispute (other than an Excluded Dispute) such issue to arbitration by submitting a written notice of such request to the other Party. Within fifteen The Parties hereby agree that any period of limitations that would otherwise expire between the initiation of an arbitration proceeding and its conclusion will be extended until twenty ( 15 20) Business Days days after the conclusion of delivery the arbitration. Promptly following receipt of such notice, the Parties shall will meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall will be neutral and independent of both Parties and all of their respective Affiliates, shall will have significant experience and will have expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk biotechnology industries. If the Parties cannot agree on such arbitrator within fifteen (15) days [***] of request by a Party for arbitration, then such arbitrator shall will be appointed by AAA JAMS, which arbitrator must meet the foregoing criteria. The place of arbitration shall will be held in New York, New York, and the NY. The proceedings shall will be conducted in pursuant to the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the rules set forth by JAMS for such proceedings. The arbitrator shall be instructed Parties agree that time is of discovery appropriate to the essence issues in the arbitration dispute will be permitted in the arbitration, including reasonable document requests, pre-hearing exchanges of information, expert witness disclosures, limited depositions of important witnesses and other appropriate discovery, provided that such discovery will be limited to the narrower of (a) the scope of discovery agreed to by the Parties, or if none can be agreed, established by the arbitrator, and (b) such discovery as would be permitted by the Federal Rules of Civil Procedure and is approved by the arbitrator, keeping in mind the goal of an expedited and efficient proceeding. The arbitration will be governed by the procedural and substantive law set forth in Section 17.2 and the United States Arbitration Act, 9 U.S.C. §§1-16 to the exclusion of any inconsistent state laws. Either Party may apply to the arbitrator shall, within forty-five (45) calendar days after for interim injunctive relief or may seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the conclusion rights or property of that Party pending resolution of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded matter pursuant to this Article 17. The arbitrator shall Parties have the right to be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic represented by counsel. Any judgment or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator will be final and binding on the Parties, and will be governed by the terms and conditions hereof, including the limitation on damages set forth in Section 14.5. The Parties agree that such a judgment or award may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction . The statute of limitations of the State of Delaware applicable to the commencement of a lawsuit will apply to the commencement of arbitration under this Article 17. Each Party will bear its own costs and expenses and attorneys’ fees in [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, including a temporary restraining order AS AMENDED the arbitration, preliminary injunction except that the arbitrator may order the non-prevailing Party to bear all or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect an appropriate part (reflective of the interests relative success on the issues) of such the costs and expenses and reasonable attorneys’ fees incurred by the prevailing Party or to preserve based on the status quo pending relative merits of each Party’s positions on the issues in the dispute. The Party that does not prevail in the arbitration proceeding proceeding will pay the arbitrator’s fees and expenses and any administrative fees of arbitration. The Parties agree that the arbitration shall be kept confidential All proceedings and that the existence decisions of the proceeding and any element arbitrator(s) will be deemed Confidential Information of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, each of the Parties, their counsel and any Person necessary will be subject to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise Article 15.

Appears in 2 contracts

Samples: Collaboration Agreement (Unum Therapeutics, Inc.), Collaboration Agreement (Unum Therapeutics, Inc.)

Arbitration. Final and binding arbitration in accordance with this Section 10.7 Any Dispute which has not been resolved by good faith negotiations between the parties shall be in accordance with submitted by the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of parties to arbitration by the American Arbitration Association ( "AAA ") by a single arbitrator. Either Party may, following in the end county and state in which the principal executive offices of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to party not initiating the arbitration by submitting written notice to the other Party exist. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator Such arbitration shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise conducted under the commercial rules then in licensing and partnering agreements in effect for the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk AAA except as provided herein. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration All proceedings shall be held in New York English and a transcribed record prepared in English. Each party shall choose one (1) arbitrator within thirty (30) days of receipt of notice of the intent to arbitrate. Such arbitrators shall thereafter choose a third arbitrator within thirty (30) days of their appointment. If no arbitrator is appointed within the times herein provided or any extension of time which is mutually agreed upon, New York the AAA shall make such appointment of the first two (2) arbitrators within thirty (30) days of such failure who shall thereafter pick the third as set forth herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and the proceedings judgment on such award may be entered in any court having jurisdiction thereof. The parties shall be conducted entitled to discovery as provided in NY CPLR Section 7558(a), whether or not the English language New York Arbitration Act is deemed to apply to said arbitration. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate Nothing in the proceedings. The arbitrator this Agreement shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five deemed as preventing either party from seeking injunctive relief ( 45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided provisional remedy) from any court having jurisdiction over the parties and the subject matter of the Dispute as necessary to protect either party's name, however proprietary information, that trade secrets, know-how or any other proprietary right. If the damage limitations described Dispute involves scientific or technical matters, any arbitrator chosen hereunder shall have educational training and/or experience sufficient to demonstrate a reasonable level of knowledge in part (i) the field of this sentence will not apply if such damages are statutorily imposed movement disorders. Judgment on upon the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof , or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 2 contracts

Samples: Somaxon Pharmaceuticals, Inc., Somaxon Pharmaceuticals, Inc.

Arbitration. Final and binding Any arbitration in accordance with this Section 10.7 herein shall be conducted in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of I.C.C. then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end appropriate list of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk I.C.C. arbitrators. If the Parties parties cannot agree on such arbitrator upon the number and identity of the arbitrators within fifteen (15) days of request by a Party for arbitration following the Arbitration Date, then such a single arbitrator shall be appointed by AAA, which arbitrator must meet selected on an expedited basis in accordance with the foregoing criteria. The Arbitration Rules and Procedures of I.C.C.. Such arbitration shall be held in New York, New York, and the proceedings proceeding shall be conducted in English and in Boston, Commonwealth of Massachusetts. Any arbitrator so selected shall have substantial experience in the English language pharmaceutical industry. The arbitrators arbitrator(s) shall have the authority to grant specific performance and to allocate between the Parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings determine. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which Judgment upon the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award so rendered by the arbitrator may be enforced entered in any a court having competent jurisdiction thereof, or application may be made to the such court for a judicial recognition acceptance of the any award or and an order of enforcement enforcement, as the case may be , subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator . Notwithstanding anything contained in this Section 10.7.3 to the contrary foregoing, either each Party shall have the right to seek equitable relief or interim or provisional relief from institute an action in a court of competent jurisdiction proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), including provided, however, that a temporary restraining order, preliminary permanent injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect and damages shall only be awarded by the interests of such Party or to preserve the status quo pending the arbitration proceeding arbitrator(s). The Parties agree that the arbitration this Article XIV has been included to resolve rapidly and inexpensively any controversies, claims or disputes between them with respect to this Agreement, and that this Article XIV shall be kept confidential and that the existence grounds for dismissal of the proceeding and any element action commenced by any Party in any court with respect to any controversy, claim or dispute arising out of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise this Agreement.

Appears in 2 contracts

Samples: Exclusive Licensing and Distribution Agreement (Fluoropharma Medical, Inc.), Exclusive Licensing and Distribution Agreement (Fluoropharma Medical, Inc.)

Arbitration. Final and binding arbitration Any claim or dispute arising out of or related to this Agreement (including unresolved disputes arising from an objection to a claim made in accordance with this Section 10.7 an Indemnification Notice, but excluding disputes arising under any other Transaction Document), the interpretation, making performance, Breach or termination thereof, shall be in accordance with the Commercial Arbitration Rules finally and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) exclusively settled by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for binding arbitration , then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria . The arbitration shall be held made in New York, New York accordance with the then current Commercial Arbitration Rules of the American Arbitration Association, and the proceedings such arbitration shall be conducted by an arbitrator chosen by mutual agreement of the Buyer and the Seller; failing such agreement, the arbitration shall be conducted, by three independent arbitrators, one chosen by the Buyer and one chosen by the Seller, with such two arbitrators mutually selecting a third arbitrator, and any decision of two of such arbitrators shall be binding; provided, however, if such arbitrators fail to agree on a third arbitrator within twenty (20) calendar days, either the Buyer or the Seller may make written application to Judicial Arbitration and Mediation Services (“JAMS”), for the appointment of a single arbitrator (the “JAMS Arbitrator”) to resolve the dispute by arbitration. At the request of JAMS, the parties involved in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate dispute shall meet with JAMS at its offices in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, applicable city designated above within forty-five ten ( 45 10) calendar days after of such request to discuss the conclusion of dispute and the arbitration hearing, issue a written award qualifications and statement of decision describing experience which each party respectively believes the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder JAMS Arbitrator should have; provided, however, that the damage limitations described selection of the JAMS Arbitrator shall be the exclusive decision of JAMS and shall be made within thirty (30) days of the written application to JAMS. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in part (i) of this sentence will not apply if such damages are statutorily imposed any judicial proceeding to resolve the dispute. Judgment on upon the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof , or application may be made to the court for a judicial recognition . Each of the parties to any such arbitration shall pay its or his own costs and expenses (including counsel fees) of any such arbitration. The parties hereto expressly waive all rights whatsoever to file an appeal against or otherwise to challenge any award by the arbitrator(s) hereunder; provided that, the foregoing shall not limit the rights of any party to bring a proceeding in any applicable jurisdiction to conform, enforce or an order of enforcement as enter judgment upon such award (and the case may be, subject only to revocation on grounds of fraud or clear bias on the part rights of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 other party, if such proceeding is brought, to the contrary contest such confirmation, either Party shall have the right to seek equitable relief enforcement or interim or provisional relief from a court entry of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise judgment).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Cord Blood America, Inc.), Existing Samples Purchase Agreement (Cord Blood America, Inc.)

Arbitration. Final and binding arbitration Any claim, dispute or controversy arising out of or in accordance connection with or relating to this Section 10.7 agreement or the breach or alleged breach thereof shall be in accordance with submitted by the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of parties to arbitration by the American Arbitration Association (“AAA”) by a single arbitrator in Santa Clara County, California under the commercial rules then in effect for that Association except as provided herein. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration All proceedings shall be held in New York English and a transcribed record prepared in English. The parties shall choose, New York by mutual agreement, one arbitrator within thirty (30) days of receipt of notice of the intent to arbitrate. If no arbitrator is appointed within the times herein provided or any extension of time which is mutually agreed upon, the Association shall make such appointment within thirty (30) days of such failure. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and the proceedings judgment on such award may be entered in any court having jurisdiction thereof. The parties shall be conducted entitled to discovery as provided in Sections 1283.05 and 1283.1 of the English language Code of Civil Procedure of the State of California, whether or not the California Arbitration Act is deemed to apply to said arbitration. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate Nothing in the proceedings. The arbitrator this Agreement shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five deemed as preventing either party from seeking injunctive relief ( 45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided provisional remedy) from any court having jurisdiction over the parties and the subject matter of the dispute as necessary to protect either party's name, however proprietary information, that trade secrets, know-how or any other proprietary right. If the damage limitations described issues in part (i) dispute involve scientific or technical matters, any arbitrator chosen hereunder shall have educational training and/or experience sufficient to demonstrate a reasonable level of this sentence will not apply if such damages are statutorily imposed knowledge in the field of biotechnology. Judgment on upon the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof , or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 2 contracts

Samples: Patent Application (Protein Design Labs Inc/De), Patent Application (Protein Design Labs Inc/De)

Arbitration. Final Any claim, dispute or controversy with respect to, in connection with or arising out of this Agreement shall be subject to and binding decided by arbitration in accordance with this Section 10.7 Nassau County, New York, by a panel of three arbitrators. Each Party shall designate one disinterested arbitrator and the two arbitrators so designated shall select a third arbitrator. The persons selected as arbitrators need not be professional arbitrators, and persons such as lawyers, accountants, brokers and bankers shall be acceptable, but each shall have substantial experience with respect to information technology and development. The arbitration proceeding shall be conducted in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes commercial arbitration rules of the American Arbitration Association (“AAA”) then and there pertaining. Any party may initiate arbitration proceedings hereunder by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting providing written notice ("Demand for Arbitration") to the other Party party to such claim, dispute or controversy. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator A Demand for Arbitration shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator made within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that reasonable time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing claim, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic dispute or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder controversy has arisen; provided, however, that no Demand for Arbitration may be made after the damage limitations described in part (i) date when institution of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered claim, dispute or controversy would be barred by the arbitrator applicable statutes of limitations. Arbitration proceedings shall be commenced within thirty (30) days of such notice or as soon thereafter as practicable, and the arbitrators shall be required to render a written determination within thirty (30) days after the commencement of such arbitration proceedings. The written award of a majority of the arbitrators shall be final and binding upon the parties and judgement may be enforced entered upon it in accordance with applicable law in any court having competent jurisdiction thereof, including the federal district courts located in Nassau County, New York. All costs of any such arbitration shall be borne equally by the parties. This Section shall not be construed to prohibit either party from seeking preliminary or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained permanent injunctive relief in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a any court of competent jurisdiction, including a temporary restraining order however, preliminary the arbitrator hearing the dispute to which the injunction pertains will have the power to modify or other interim equitable dissolve any such injunction, or to order additional injunctive relief, concerning in connection with the final arbitration award. The parties, their representatives, other participants, and the mediator and **** Represents material which has been redacted and filed separately with the Commission pursuant to a dispute either prior request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended. arbitrator shall hold the existence, content, and result of any mediation and arbitration in confidence except to or during any arbitration if the extent necessary to protect the interests of such Party enforce a final settlement agreement or to preserve the status quo pending the obtain and secure enforcement of or a judgment on an arbitration proceeding. The Parties agree that the arbitration shall be kept confidential decision and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise award.

Appears in 2 contracts

Samples: 1 800 Flowers Com Inc, 1 800 Flowers Com Inc

Arbitration. Final and binding arbitration in accordance with Any controversy or claim arising out of or relating to this Section 10.7 shall be in accordance with Agreement that remains unresolved for more than 30 days after the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) matter is first raised by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice party to the other Party. Within fifteen (15) Business Days of delivery of such notice party or parties, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to except as (i) award non-economic or punitive damages to the extent expressly excluded under otherwise provided in this Agreement, or (ii) reform any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, modify or materially change shall be submitted to arbitration by one arbitrator from names of potential arbitrators proposed by the American Arbitration Association (the “AAA”) mutually agreed upon by the applicable parties, and if no agreement can be reached within 30 days after names have been proposed by the AAA, then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement or and who is chosen by the AAA. The arbitration shall take place in New Castle County, Delaware, in accordance with the AAA rules then in effect, and judgment upon any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator in such arbitration will be binding and may be enforced entered in any court having competent jurisdiction thereof . There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, or application (b) depositions of all party witnesses and (c) such other depositions as may be made allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the Delaware Code of Civil Procedure, the arbitrator shall be required to provide in writing to the court parties the basis for a judicial recognition of the award or an order of enforcement as the case may be such arbitrator, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from and a court of competent jurisdiction reporter shall record all hearings, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect with such record constituting the interests official transcript of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise proceedings.

Appears in 2 contracts

Samples: Amended and Restated Investor Rights Agreement (Immunome Inc.), Series a Preferred Stock Purchase Agreement (Immunome Inc.)

Arbitration. Final and binding Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with this Section 10.7 shall be Southfield, Michigan in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes commercial arbitration rules of the American Arbitration Association then in effect. If the arbitrator in that certain arbitration proceeding before the American Arbitration Proceeding ( “AAA” Case No. 54-199-002862) by to which Consultant and the Company, among others, are parties (the "Proceeding") is available and willing to serve as arbitrator with respect to any such controversy or claim, then he shall be the arbitrator for any such controversy or claim. If the arbitrator in the Proceeding is unavailable or unwilling to so serve, then a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise selected in licensing and partnering agreements in accordance with the pharmaceutical industry and other relevant experience and (b) any changes in these commercial arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature American Arbitration Association. The decision of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, final and the proceedings shall be conducted in the English language. The arbitrators may proceed binding as to an award, notwithstanding the failure of either Party any matter submitted to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded him under this Agreement, or (ii) reform, modify or materially change this Agreement or and judgment on any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof , or application may be made to . If the court for a judicial recognition dispute involves the failure of the award or an order of enforcement as Company to issue to Consultant the case may be Shares, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained then, provided that Consultant prevails in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding . The Parties agree that , (i) the Company shall pay all arbitration fees and all of Consultant's reasonable costs and attorneys fees associated with the arbitration of such dispute, and (ii) the measure of damages shall be kept confidential and that the existence highest closing price of the proceeding Shares as reported on Nasdaq during the period commencing on the date that Shares were scheduled to be issued to Consultant pursuant to Section 4.1 hereof and any element the date of its the arbitration hearing relating to such dispute, unless the Company issues to Consultant on or prior to the one ( including any pleadings 1) year anniversary of the respective date set forth in Section 4.1 hereof the number of Shares required to be so issued in accordance with such section and such Shares have been the registered under the Securities Act of 1933, briefs or other documents submitted or exchanged as amended, any testimony or other oral submissions and any awards in which event the agreement regarding the measure of damages set forth in the foregoing clause (ii) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise apply.

Appears in 2 contracts

Samples: Agreement (Verso Technologies Inc), Mutual Written Agreement (Verso Technologies Inc)

Arbitration. Final and binding arbitration Any controversy, dispute or claim arising out of, in accordance connection with or otherwise relating to any provision of this Section 10.7 Agreement, or to the breach, termination or validity hereof or any transaction contemplated hereby (any such controversy, dispute or claim being referred to as a "DISPUTE"), shall be finally settled by arbitration conducted expeditiously in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes then in force (the "AAA RULES") of the American Arbitration Association ( the "AAA ”) by a single arbitrator. Either Party may "), following the end with application of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute following additional procedural requirements. A single arbitrator ( other than an Excluded Dispute the "ARBITRATOR") to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria AAA to consider such Dispute within five business days after the demand for arbitration is received by the AAA and the respondent in any such proceeding. The arbitration Arbitrator shall be held a certified public accountant or attorney with no less than 15 years' experience in New York the practice of business accountancy or law who shall not have performed any legal services for any of the parties or person controlled by any of the parties for a period of five years prior to the date the demand for arbitration is received by the respondent. The situs for an arbitration pursuant to this Section shall be as agreed to by the parties, New York failing which it shall be Hillsborough County, Florida. Each party may submit memoranda and other documentation as it or he deems appropriate to aid the formulation of the Arbitrator's decision, and the proceedings shall request a hearing (which may be conducted in the English language person or telephonically) so as to be able to present oral testimony and argument. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator A final arbitration decision and award shall be instructed that time is rendered as soon as reasonably possible and, in any event, within 30 business days following appointment of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder Arbitrator; provided PROVIDED, however, that if the damage limitations described in part (i) of this sentence will not apply if Arbitrator determines that fairness so requires, such damages are statutorily imposed. Judgment on the award rendered by the arbitrator period may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator extended by no more than 30 additional days. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party The Arbitrator shall have the right and power to seek shorten the length of any notice periods or other time periods provided in the AAA Rules and to implement Expedited Procedures under the AAA Rules in order to ensure that the arbitration process is completed within the time frames provided herein. The arbitration decision or award shall be reasoned and in writing, and the Arbitrator shall have the right and authority to determine how the decision or award as to each issue and matter in dispute may be implemented or enforced. Any decision or award shall be final and conclusive on the parties; there shall be no appeal therefrom other than for claimed bias, fraud or misconduct by the Arbitrator; judgment upon any decision or award may be entered in any court of competent jurisdiction in the State of Florida or elsewhere; and the parties hereto consent to the application by any party in interest to any court of competent jurisdiction for confirmation or enforcement of such decision or award. The party against whom a decision or award is rendered shall pay the fees of the American Arbitration Association. Any arbitration held pursuant to the provisions of this Section shall, to the extent not in conflict with the express terms of this Agreement, be governed by the Federal Arbitration Act and the Federal Rules of Civil Procedure. All arbitrations commenced pursuant to this Agreement while any other arbitration hereunder shall be in progress shall be consolidated and heard by the Arbitrator. Notwithstanding the foregoing, the Company, at its sole option, shall be entitled to enforce its rights, as contemplated by Section 7a hereof, to injunctive and other equitable relief in the event of a breach of Section 6 hereof or interim of any material term of a confidentiality or provisional relief from a non-competition agreement to which the Company and the Executive shall then be parties, either by arbitration pursuant to this Section 7b or directly in any court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 2 contracts

Samples: Non Competition Agreement (800 Travel Systems Inc), Employee Confidentiality Agreement (800 Travel Systems Inc)

Arbitration. Final Any controversy, dispute or claim which is not resolved pursuant to Section 11.2 and which may arise out of or in connection with this Agreement, including the exhibits attached hereto, or the interpretation, enforceability, performance, breach, termination or validity thereof, including disputes relating to alleged breach or termination of the foregoing (each a “Dispute”) shall be resolved by binding arbitration in accordance with the Rules of the London Court of International Arbitration then pertaining, except where this Section 10.7 rules conflict with this provision, in which case this provision controls. The Arbitration shall be held in English and shall take place in London. Subject to Section 11.6, the Dispute shall be construed in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes laws of the American Arbitration Association (“AAA”) by a single arbitrator [ * ] exclusive of its conflicts of law rules. Either Party may The arbitration tribunal shall consist of three neutral arbitrators, following the end each of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than whom shall be an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within attorney who has at least fifteen (15) Business Days years of delivery experience in the biopharmaceutical field with a law firm or corporate law department or was a judge of such notice a court of general jurisdiction who has at least fifteen (15) years of experience in the biopharmaceutical field. However: (X) at least one of the arbitrators must be an attorney described in clause (a) of the foregoing sentence; (Y) at least one of the arbitrators must be trained in [ * ] law and have been admitted to practice in [ * ] ; and (Z) at least one of the arbitrators must be a native English speaker. The arbitrators shall be neutral, independent, disinterested, and impartial. Each Party shall nominate in the request for arbitration and the answer thereto one arbitrator and the two arbitrators so named will then jointly appoint the third arbitrator as chairman of the arbitration tribunal. After appointment, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of have no ex-parte communication with their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk proposed arbitrator. If one Party fails to nominate its arbitrator or, if the Parties Parties’ arbitrators cannot agree on such arbitrator the person to be named as chairman within fifteen thirty ( 15 30) days, the President of the London Court of International Arbitration shall make the necessary appointments. Within thirty (30) days of initiation of arbitration, the Parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than eight (8) months from selection of the arbitrators. Failing such agreement, the Arbitration [ * ] will control the procedures and scheduling and the Parties will follow such procedures and meet [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL such a time schedule. Each Party has the right before or, if the arbitrators cannot hear the matter within an acceptable period, during the arbitration to seek and obtain from any court of competent jurisdiction provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration. Any request for such provisional measures by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but court shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) deemed a waiver of this sentence will not apply if agreement to arbitrate. In addition, the Arbitrator Tribunal may, at the request of a Party, order provisional or conservatory measures (including, without limitation, preliminary injunctions to prevent breaches hereof) and the Parties shall be able to enforce the terms and provisions of such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced orders in any court having jurisdiction. The decision of the arbitration tribunal must be in writing and must specify the basis on which the decision was made, and the award of the arbitration tribunal shall be final and judgment upon such an award may be entered in any competent jurisdiction thereof, court or application may be made to the any competent court for a judicial recognition acceptance of the such an award or an and order of enforcement as the case may be enforcement. THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise NO PARTY MAY SEEK OR OBTAIN PREJUDGMENT INTEREST OR ATTORNEY’S FEES OR COSTS.

Appears in 2 contracts

Samples: Exclusive License Agreement (Dynavax Technologies Corp), Dynavax Technologies Corp

Arbitration. Final and binding arbitration Any controversy, dispute, or claim initiated by either the Purchaser or the Company arising out of or in accordance connection with or relating to this Section 10.7 Agreement or the other agreements entered into in connection herewith, or the breach, termination, or validity hereof or any transaction contemplated hereby or thereby (any such controversy, dispute, or claim being referred to as a “Dispute”) shall be finally settled by arbitration conducted expeditiously in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes then in force (the “AAA Rules”) of the American Arbitration Association ( the “AAA” ) by ). There shall be a single arbitrator. Either Party may panel of three arbitrators who shall be appointed pursuant to AAA procedures, following the end of the good faith negotiation period referenced in Section 10.7.2 each case, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within within fifteen (15) Business Days following receipt by the respondent(s) of delivery a demand for arbitration in any such proceeding. Each of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator arbitrators shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within attorney with no less than fifteen (15) years’ experience in the practice of business law (preferably with experience in the acquisition and financing of businesses such as those engaged in by the Company at the time such dispute arises) who shall not have performed any services for any of the parties or Person controlled by any of the parties for a period of five (5) years prior to the date the demand for arbitration is received by the respondent(s). Any arbitration pursuant to this Section shall take place in New Haven, Connecticut. A final award shall be rendered as soon as reasonably possible and, in any event, within ninety (90) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is appointment of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion panel of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder arbitrators; provided, however, that if the damage limitations described arbitrators determine by majority vote that fairness so requires, such ninety (90) day period may be extended by no more than sixty (60) additional days. The parties agree that the arbitrators shall have the right and power to shorten the length of any notice periods or other time periods provided in part (i) of this sentence will not apply if such damages are statutorily imposed the AAA Rules and to implement Expedited Procedures under the AAA Rules in order to ensure that the arbitration process is completed within the time frames provided herein. The arbitration decision or award shall be in writing. Judgment on the decision or award rendered by the arbitrator arbitrators may be entered and specifically enforced in any court having competent jurisdiction thereof . Notwithstanding the provisions of Section 7.1, any arbitration held pursuant to the provisions of this Section shall be governed by the Federal Arbitration Act. All arbitrations commenced pursuant to this Agreement or the other agreements entered into in connection herewith while any other arbitration hereunder shall be in progress shall be consolidated and heard by the initially constituted panel of arbitrators. Solely for the purposes of enforcing an arbitral award, the parties hereby consent and submit to the exclusive jurisdiction of the federal or state courts located in New Haven, Connecticut and waive any defense based upon venue, inconvenience of forum, lack of personal jurisdiction, improper service of process, or application may be made to the court for a judicial recognition of the award like in any such action or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise suit.

Appears in 2 contracts

Samples: Subscription Agreement (Biohaven Pharmaceutical Holding Co Ltd.), Subscription Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

Arbitration. Final Any dispute arising in connection with any claim for indemnification by WSC pursuant to Section 9.1 above shall be determined and binding settled by arbitration in accordance with this Section 10.7 shall be Austin, Texas pursuant to the rules then in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes effect of the American Arbitration Association (“AAA”) by a single arbitrator. Either Association, and each Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice hereby consents to the other Party jurisdiction thereof. Within fifteen (15) Business Days Any award rendered as a result of delivery of any such notice, arbitration Proceeding shall be final and conclusive upon the Parties and a judgment thereon may be entered in a court having competent jurisdiction. Upon initiating any such claim, WSC shall meet and discuss in good faith and agree on (a) request the American Arbitration Association to appoint an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to who is knowledgeable and experienced in the extent expressly excluded under this Agreement software publishing industry generally, or and, if possible, the consumer software publishing industry in particular, (ii) reform who will follow substantive rules of the law, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided (iii) allow for the Parties to request discovery pursuant to the rules then in effect under the Federal Rules of Civil Procedure for a period not to exceed sixty (60) days, however (iv) require all testimony to be transcribed, that the damage limitations described in part and ( i v) of this sentence will not apply if such damages are statutorily imposed. Judgment on require the award rendered to be accompanied by findings of relevant fact and a detailed statement explaining the rationale for the decision. All costs and expenses, including attorney’s fees, of all Parties incurred in any dispute hereunder shall be borne by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise non-prevailing Party.

Appears in 2 contracts

Samples: Software Product Line Purchase Agreement (Findex Com Inc), Software Product Line Purchase Agreement (Findex Com Inc)

Arbitration. Final and binding arbitration Any dispute arising out of or in accordance connection with this Section 10.7 Cell Owner Agreement shall be referred to and finally resolved by arbitration. The Arbitration shall be held in Cape Town in accordance with the Commercial Arbitration Rules formalities and/or procedures settled by the Arbitrator, which may be in an informal and Supplementary Procedures for Large Complex Disputes summary manner, that is, on the basis that it shall not be necessary to observe or carry out either the usual formalities or procedure or the strict rules of evidence, and otherwise subject to the provisions of the American Arbitration Association Act 1965 ( “AAA” as amended and any statutory modification or re-enactment thereof) by a single arbitrator. Either or, in the even that any Party may, following to the end dispute is domiciled outside of the good faith negotiation period referenced Republic of South Africa, in Section 10.7.2 accordance with the International Arbitration Act, refer 2017 (as amended and any Dispute (other than an Excluded Dispute) statutory modification or re-enactment thereof). The language to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements used in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the arbitral proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings English. The arbitrator shall be instructed that time is a practicing advocate of not less than (15) fifteen years’ standing as agreed upon between the parties, or failing agreement with 14(fourteen) days of a Party declaring a dispute, appointed by the Chairperson of the essence Cape Bar Council (or its successor in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise title).

Appears in 2 contracts

Samples: Owner Agreement (Energea Portfolio 3 Africa LLC), Owner Agreement (Energea Portfolio 3 Africa LLC)

Arbitration. Final and binding arbitration Any dispute arising out of or in accordance with connection with, or relating to, this Agreement, or the breach, termination, or invalidity hereof, including claims of fraud in the inducement, shall be resolved as follows. In the event of a dispute between the Parties, either Party may initiate the dispute resolution procedures of this Section 10.7 13.3 by providing written notice (the “Notice of Claim”) to the other Party identifying the dispute and stating the desire to resolve the dispute. After receiving the Notice of Claim, respondent will respond in writing within [***] ([***]) calendar days by stating its position and setting forth a proposed resolution of the dispute. If claimant and respondent are not able to resolve the dispute within [***] ([***]) calendar days after the date of such response, the matter in dispute shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of settled by arbitration administered by the American Arbitration Association ( the “AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York under its Commercial Arbitration Rules, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment judgment on the award rendered by the arbitrator arbitrator(s) may be enforced entered in any court having competent jurisdiction thereof , or application may be made . The Parties hereby irrevocably and unconditionally submit to the court for a judicial recognition jurisdiction of the award or an order AAA for the purposes of enforcement as such proceeding, and any counterclaims that relate in any respect to this Agreement thereafter asserted by a Party to such proceedings. The arbitral tribunal shall be comprised of three arbitrators with relevant expertise in the case may be, subject only to revocation on grounds of fraud or clear bias on the part matter of the arbitrator dispute. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party The arbitrators shall have the right full authority, consistent with New York law, to seek consider granting non-monetary relief, including, but not limited to, rescission, termination, declaratory judgment, or any form of equitable relief recognized under New York law. A Party may pursue both non-monetary and monetary relief without regard to election of remedies, but may not be granted inconsistent or interim or provisional relief from a court duplicative remedies. The place of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior arbitration shall be [***]. The language to or during any arbitration if necessary to protect be used in the interests of such Party or to preserve the status quo pending the arbitration proceeding arbitral proceedings shall be English. The Parties agree that the arbitration losing Party shall be kept confidential and that bear the existence cost of the proceeding arbitration filing and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator hearing fees, the Parties, their counsel cost of the arbitrators and any Person necessary the AAA administrative expenses and the attorney’s fees and reasonable associated costs and expenses of each Party. The Parties agree to reasonable document discovery provided the requesting Party makes a showing of relevance and need to the conduct tribunal. Notwithstanding the foregoing, either Party may seek an immediate injunction from a court of competent jurisdiction (i) to prevent the proceeding disclosure of Confidential Information in violation of Article 11; or (ii) to prevent an assignment of this Agreement in violation of Section 13.4. Notwithstanding the foregoing, except as either Party may lawfully be required seek an immediate injunction from a court of competent jurisdiction to enforce the non-compete in judicial proceedings relating to the arbitration or otherwise Article 3.

Appears in 2 contracts

Samples: Amended and Restated License Agreement (Bioventus Inc.), Amended and Restated License Agreement (Bioventus Inc.)

Arbitration. Final and Any dispute arising under this Agreement, including, without limitation, all disputes relating in any manner to the performance or enforcement of this Agreement shall be resolved by binding arbitration in accordance with this Section 10.7 shall be in accordance with Ventura County pursuant to the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes rules of the American Arbitration Association ( AAA), as amended or as augmented in this Agreement (the AAA Rules ). The parties acknowledge that one of the purposes of utilizing arbitration is to avoid lengthy and expensive discovery and allow for prompt resolution of the dispute. Arbitration shall be initiated as provided by the Rules, although the written notice to the other party initiating arbitration shall also include a description of the claim(s) asserted and the facts upon which the claim(s) are based. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all claims subject hereto, including any award of attorneys’fees and costs. Either party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. All disputes shall be decided by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which The arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature selected by mutual agreement of the dispute and parties within 30 days of the values at risk effective date of the notice initiating the arbitration. If the Parties parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration an arbitrator, then such the complaining party shall notify the AAA and request selection of an arbitrator shall be appointed by AAA, which arbitrator must meet in accordance with the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings Rules. The arbitrator shall be instructed that time is of have only such authority to award equitable relief, damages, costs, and fees as a court would have for the essence in particular claim(s) asserted. In no event shall the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation punitive damages of any damages awarded kind. The arbitrator shall be authorized have the power to award compensatory damages limit or deny a request for documents or a deposition if the arbitrator determines that the request exceeds those matters, but shall not be authorized to (i) award non-economic or punitive damages which are directly relevant to the extent expressly excluded under this Agreement, claims in controversy. The document demand and response shall conform to Code of Civil Procedure section 2031. The deposition notice shall conform to Code of Civil Procedure section 2025. The parties may make a motion for protective order or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by motion to compel before the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made with regard to the court for a judicial recognition discovery, as provided in Code of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential Civil Procedure sections 2025 and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise 2031.

Appears in 2 contracts

Samples: Services Agreement, Services Agreement

Arbitration. Final and Any dispute arising under this Contract, including, without limitation, all disputes relating in any manner to the performance or enforcement of this Contract shall be resolved by binding arbitration in accordance with this Section 10.7 shall be in accordance with Ventura County pursuant to the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes rules of the American Arbitration Association ( AAA), as amended or as augmented in this Contract (the AAA Rules ). The parties acknowledge that one of the purposes of utilizing arbitration is to avoid lengthy and expensive discovery and allow for prompt resolution of the dispute. Arbitration shall be initiated as provided by the Rules, although the written notice to the other party initiating arbitration shall also include a description of the claim(s) asserted and the facts upon which the claim(s) are based. Arbitration shall be final and binding upon the parties and shall be the exclusive remedy for all claims subject hereto, including any award of attorneys’ fees and costs. Either party may bring an action in court to compel arbitration under this Contract and to enforce an arbitration award. All disputes shall be decided by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which The arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature selected by mutual agreement of the dispute and parties within 30 days of the values at risk effective date of the notice initiating the arbitration. If the Parties parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration an arbitrator, then such the complainingparty shall notify the AAA and request selection of an arbitrator shall be appointed by AAA, which arbitrator must meet in accordance with the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings Rules. The arbitrator shall be instructed that time is of have only such authority to award equitable relief, damages, costs, and fees as a court would have for the essence in particular claim(s) asserted. In no event shall the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation punitive damages of any damages awarded kind. The arbitrator shall be authorized have the power to award compensatory damages limit or deny a request for documents or a deposition if the arbitrator determines that the request exceeds those matters, but shall not be authorized to (i) award non-economic or punitive damages which are directly relevant to the extent expressly excluded under this Agreement, claims in controversy. The document demand and response shall conform to Code of Civil Procedure section 2031. The deposition notice shall conform to Code of Civil Procedure section 2025. The parties may make a motion for protective order or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by motion to compel before the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made with regard to the court for a judicial recognition discovery, as provided in Code of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential Civil Procedure sections 2025 and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise 2031.

Appears in 2 contracts

Samples: www.venturausd.org, www.venturausd.org

Arbitration. Final and Any dispute which has not been resolved as set forth in Section 3.7 or any other dispute arising between the Parties hereunder shall be settled by binding arbitration in accordance with this Section 10.7 shall be in accordance with the Commercial Judicial Arbitration and Mediation Services (“JAMS”) Comprehensive Arbitration Rules and Supplementary Procedures for Large Complex Disputes Procedures, as such rules may be modified by this Section 15.1 or by agreement of the American Arbitration Association (“AAA”) by Parties. The Parties shall mutually select a single independent, conflict-free arbitrator . Either Party may , following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties who shall meet have sufficient background and discuss in good faith and agree on (a) an arbitrator experience to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise matter in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk dispute. If the Parties cannot agree are unable to reach agreement on such the selection of the arbitrator within fifteen (15) days of request by a Party for [***] after submission to arbitration, then such either or both Parties shall immediately request JAMS to select an arbitrator with the requisite background, experience and expertise. Notwithstanding the applicable JAMS rules, (i) the arbitrator shall be appointed by AAA resolve the dispute as expeditiously as reasonably possible, which and in any event no later than [***] following referral of the dispute to the arbitrator must meet (or, in the foregoing criteria case of disputes relating to Volume Forecasts referred pursuant to Section 6.2(f), no later than [***] following such referral); and (ii) the arbitrator shall resolve the dispute in a manner that is fair and reasonable to the Parties in light of the totality of the circumstances and the terms of this Agreement. The place of arbitration shall be held in New York, New York, and the all proceedings and communications shall be conducted in English. Either Party may apply to the English language arbitrator for interim injunctive relief or may seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending resolution of the matter pursuant to this Section 15.1. The arbitrators may proceed Parties shall have the right to an award, notwithstanding the failure of either Party to participate in the proceedings be represented by counsel. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic Any judgment or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator shall be final and binding on the Parties, and shall be governed by the terms and conditions hereof, including the limitation on damages set forth in Section 11.2. The Parties agree that such a judgment or award may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding . The Parties agree that the arbitration shall be kept confidential and that the existence statute of limitations of the proceeding State of New York applicable to the commencement of a lawsuit shall apply to the commencement of arbitration under this Section 15.1. Each Party shall bear its own costs and any element of its (including any pleadings expenses and attorneys’ fees, briefs and, unless otherwise agreed by the Parties or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond determined by the arbitrator, the Party that does not prevail in the arbitration proceeding shall pay the arbitrator’s fees and any administrative fees of arbitration; provided that it is the intent of the Parties with respect to any dispute relating to Volume Forecasts referred to the arbitrator pursuant to Section 6.2(f) that the arbitrator shall award to the prevailing party its costs, expenses, and attorneys’ fees (in addition to the arbitrator’s fees and the administrative fees of arbitration). All proceedings and decisions of the arbitrator(s) shall be deemed Proprietary Information of each of the Parties, their counsel and any Person necessary shall be subject to Article XII. For the avoidance of doubt, disputes arising on issues within the jurisdiction of a Committee shall be resolved in accordance with the procedures set forth in Section 3.7. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise omitted portions.

Appears in 2 contracts

Samples: Zogenix, Inc., Zogenix, Inc.

Arbitration. Final and Any dispute, claim, question, or disagreement involving the interpretation or enforcement of any provision of this Warrant or breach hereof or otherwise arising under or in connection with this Warrant shall be submitted to binding arbitration in accordance with this Section 10.7 shall be Dallas, Texas, in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association ( “AAA” expedited procedures) by a single arbitrator then in effect. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator There shall be neutral and independent of both Parties and three (3) arbitrators, all of their respective Affiliates whom shall be neutral, and at least one (1) of whom shall be an attorney licensed to practice law in the State of Texas for at least ten (10) years. The arbitrators shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions authority to exclude evidence found to be irrelevant, redundant, or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York prejudicial beyond its probative value, and are instructed to exercise that authority consistently with reasonably expediting the proceedings shall be conducted in the English language proceeding. The arbitrators may proceed to an award order specific performance, notwithstanding the failure of either Party to participate in the proceedings preliminary and final injunctive relief, and other equitable relief. The arbitrator shall be instructed that time is award of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator arbitrators may be entered and enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning . In all cases where there is a dispute either prior to over the fair market value of the Company or during the value of any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that securities thereof, the arbitration shall be kept confidential conducted as a “baseball style” arbitration where each party or side will submit one and only one proposed fair market value to the arbitrators and the arbitrators shall then be instructed and shall determine that the existence fair market value is exactly equal to one of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise proposed valuations.

Appears in 2 contracts

Samples: Neos Therapeutics, Inc., Neos Therapeutics, Inc.

Arbitration. Final and binding arbitration Any dispute, controversy or claim (“Dispute”) arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach hereof which cannot be resolved by good faith discussions between the relevant parties within ninety (90) days of the date on which the Dispute is deemed to arise in accordance with this Section 10.7 12.13 shall be referred by any such party to, and shall be finally settled by, arbitration under and in accordance with the Commercial Rules of Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association International Chamber of Commerce ( the AAA Rules ). A Dispute shall be deemed to have arisen when a relevant party (or parties) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written gives notice to the other Party. Within fifteen (15) Business Days of delivery of such notice to that effect, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator pursuant to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria Section 12.1 hereof. The place of arbitration shall be held in New York London, New York United Kingdom, and the proceedings shall be conducted in the English language. The decision or award of three (3) arbitrators, appointed in accordance with the Rules and in accordance with the requirements following in this Section 12.13, shall be in writing and is final and binding on the relevant parties. Each of the three (3) arbitrators may proceed to shall be an award, notwithstanding the failure attorney with at least ten (10) years of either Party to participate practice (at least five (5) of which must be predominately in the areas of corporate law) and who has served as an arbitrator in at least five (5) International Chamber of Commerce arbitrations. The arbitration panel shall award the prevailing party (or parties) its attorneys’ fees and costs, arbitration administrative fees, panel member fees and costs, and any other costs associated with the arbitration, proceedings for the recognition and enforcement of any arbitral award and the costs and attorney’s fees involved in the recognition and enforcement proceedings. The arbitrator shall be instructed parties further agree that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) attorney’s fees and costs associated with the successful recognition and enforcement of an arbitral award shall always be paid by the non- economic enforcing party (or punitive damages parties) and (ii) notwithstanding anything in this Section 12.13 to the extent expressly excluded contrary and without inconsistency with this arbitration provision, the parties consent to the non-exclusive jurisdiction of any court identified in Section 12.14 hereof for the purpose of any proceeding for recognition and enforcement of both the arbitral award and the parties’ agreement as to costs of that proceeding in accordance with this Section 12.13. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator shall govern. Notwithstanding anything contained in this Section 10.7.3 12.13 to the contrary, either Party shall have the right any party may, without inconsistency with this arbitration provision, apply to any court identified in Section 12.14 hereof to seek equitable interim provisional or injunctive relief until the arbitration award is rendered or interim the controversy is otherwise resolved or provisional relief from to enforce an arbitration decision or award.Notwithstanding any provision of this Agreement to the contrary, this Section 12.13 shall be construed to the maximum extent possible to comply with the laws of the State of Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.) (the “Delaware Arbitration Act”). If, nevertheless, it shall be determined by a court of competent jurisdiction jurisdiction that any provision or wording of this Section 12.13, including a temporary restraining order the Rules, preliminary injunction shall be invalid or unenforceable under the Delaware Arbitration Act, or other interim equitable relief applicable law, concerning a dispute either prior to or during any arbitration if necessary to protect the interests such invalidity shall not invalidate all of such Party or to preserve the status quo pending the arbitration proceeding this Section 12.13. The Parties agree In that the arbitration case, this Section 12.13 shall be kept confidential and that construed so as to limit any term or provision so as to make it valid or enforceable within the existence requirements of the proceeding and any element of its (including any pleadings, briefs Delaware Arbitration Act or other documents submitted applicable law, and, in the event such term or exchanged, any testimony or other oral submissions and any awards) shall provision cannot be disclosed beyond so limited, this Section 12.13 shall be construed to omit such invalid or unenforceable provision, but for the arbitrator avoidance of doubt, the Parties, their counsel and any Person necessary parties have no desire to have the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating Delaware Arbitration Act apply to the arbitration or otherwise this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Brookfield Asset Management Inc.), Limited Liability Company Agreement (Brookfield Asset Management Inc.)

Arbitration. Final and binding arbitration in accordance with Any dispute, controversy or claim arising out of or relating to this Section 10.7 Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) shall be finally settled by arbitration. The place and seat of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Commercial HKIAC Administered Arbitration Rules and Supplementary Procedures for Large Complex Disputes then in force (the “HKIAC Rules”). The number of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator arbitrators shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and three ( b 3) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator arbitrators shall be appointed by AAA, which arbitrator must meet in accordance with the foregoing criteria HKIAC Rules. The language to be used in the arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language English. The arbitrators may proceed to an award, notwithstanding award of the failure of either Party to participate in the proceedings. The arbitrator arbitral tribunal shall be instructed that time is of final, conclusive and binding upon the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed Parties. Judgment on the upon any award rendered by the arbitrator may be entered and enforced in any court having competent jurisdiction thereof over a Party or any of its assets. For the purpose of the enforcement of an award, or application may be made the Parties irrevocably and unconditionally submit to the jurisdiction of any competent court for a judicial recognition of the award or an order of enforcement as the case may be, subject only and waive any defenses to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction such enforcement, including a temporary restraining order, preliminary injunction any defenses based on lack of personal jurisdiction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise inconvenient forum.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HUYA Inc.), Agreement and Plan of Merger (DouYu International Holdings LTD)

Arbitration. Final and Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, that is not resolved within [**] after its referral to the Senior Executives pursuant to Section 15.1, but excluding any dispute, controversy or claim concerning the validity, enforceability, infringement or misappropriation of any intellectual property, shall be finally settled by binding arbitration conducted in accordance with this Section 10.7 shall be the English language in accordance with New York City, New York by a single neutral arbitrator under the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes commercial arbitration rules of the American Arbitration Association (“AAA”) Association, which shall administer the arbitration and act as appointing authority. Disputes about arbitration procedure shall be resolved by a single the arbitrator. Either The arbitrator shall not be a current or former employee or director, or a current stockholder, of either Party may, following the end or any of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within their respective Affiliates or Sublicensees and shall have at least fifteen (15) Business Days years of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical or biotechnology industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings experience. The arbitrator shall be instructed that time is authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute, protect trade secrets and provide for security for a prospective monetary award. Within [**] after selection of the essence arbitrator, the arbitrator shall conduct the preliminary conference. In addressing any of the subjects within the scope of the preliminary conference, the arbitrator shall take into account both the desirability of making discovery efficient and cost-effective and the needs of the Parties for an understanding of any legitimate issue raised in the arbitration proceeding arbitration. In addition, each Party shall have the right to take up to [**] of deposition testimony, including expert deposition testimony. The hearing shall commence within [**] after the selection of the arbitrator. The arbitrator shall, in his or her discretion, allow each Party to submit concise written statements of position and shall permit the submission of rebuttal statements, subject to reasonable limitations on the length of such statements to be established by the arbitrator. The hearing shall be no longer than [**] in duration. The arbitrator shall also permit the submission of expert reports. The arbitrator shall render his or her decision and award within forty-five (45) calendar days [**] after the conclusion of arbitrator declares the arbitration hearing hearing closed, issue and the decision and award shall include a written award and statement of decision describing the essential findings and conclusions on which the decision and award is are based, including the calculation of any damages awarded. The arbitrator shall be authorized will, in rendering his or her decision, apply the substantive law of the State of New York, without reference to its conflict of laws principles, and, with respect to disputesconcerning rights in Intellectual Property, the laws of the United States of America. The arbitrator’s authority to award compensatory damages special, but shall not be authorized to (i) award non-economic incidental, consequential or punitive damages shall be subject to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described limitation set forth in part (i) of this sentence will not apply if such damages are statutorily imposed Section 12.3. Judgment on the The decision and award rendered by the arbitrator shall be final, binding and non-appealable, and judgment may be enforced entered upon it in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction . Each Party shall bear its own attorney’s fees, including a temporary restraining order costs, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence disbursements arising out of the proceeding arbitration, and any element shall pay an equal share of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions the fees and any awards) shall not be disclosed beyond costs of the arbitrator , the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 2 contracts

Samples: Sublicense Agreement (Akouos, Inc.), Sublicense Agreement (Akouos, Inc.)

Arbitration. Final and Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, that is not resolved within [**] after its referral to the Senior Executives pursuant to Section 15.1, but excluding any dispute, controversy or claim concerning the validity, enforceability, infringement or misappropriation of any intellectual property, shall be finally settled by binding arbitration conducted in accordance with this Section 10.7 shall be the English language in accordance with New York City, New York by a single neutral arbitrator under the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes commercial arbitration rules of the American Arbitration Association (“AAA”) Association, which shall administer the arbitration and act as appointing authority. Disputes about arbitration procedure shall be resolved by a single the arbitrator. Either The arbitrator shall not be a current or former employee or director, or a current stockholder, of either Party may, following the end or any of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within their respective Affiliates or Sublicensees and shall have at least fifteen (15) Business Days years of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical or biotechnology industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings experience. The arbitrator shall be instructed that time is authorized to grant interim relief, including to prevent the destruction of goods or documents involved in the dispute, protect trade secrets and provide for security for a prospective monetary award. Within [**] after selection of the essence arbitrator, the arbitrator shall conduct the preliminary conference. In addressing any of the subjects within the scope of the preliminary conference, the arbitrator shall take into account both the desirability of making discovery efficient and cost-effective and the needs of the Parties for an understanding of any legitimate issue raised in the arbitration proceeding arbitration. In addition, each Party shall have the right to take up to [**] of deposition testimony, including expert deposition testimony. The hearing shall commence within [**] after the selection of the arbitrator.The arbitrator shall, in his or her discretion, allow each Party to submit concise written statements of position and shall permit the submission of rebuttal statements, subject to reasonable limitations on the length of such statements to be established by the arbitrator. The hearing shall be no longer than [**] in duration. The arbitrator shall also permit the submission of expert reports. The arbitrator shall render his or her decision and award within forty-five (45) calendar days [**] after the conclusion of arbitrator declares the arbitration hearing hearing closed, issue and the decision and award shall include a written award and statement of decision describing the essential findings and conclusions on which the decision and award is are based, including the calculation of any damages awarded. The arbitrator shall be authorized will, in rendering his or her decision, apply the substantive law of the State of New York, without reference to its conflict of laws principles, and, with respect to disputes concerning rights in Intellectual Property, the laws of the United States of America. The arbitrator’s authority to award compensatory damages special, but shall not be authorized to (i) award non-economic incidental, consequential or punitive damages shall be subject to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described limitation set forth in part (i) of this sentence will not apply if such damages are statutorily imposed Section 12.3. Judgment on the The decision and award rendered by the arbitrator shall be final, binding and non-appealable, and judgment may be enforced entered upon it in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction . Each Party shall bear its own attorney’s fees, including a temporary restraining order costs, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence disbursements arising out of the proceeding arbitration, and any element shall pay an equal share of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions the fees and any awards) shall not be disclosed beyond costs of the arbitrator , the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 2 contracts

Samples: License Agreement (Akouos, Inc.), License Agreement (Akouos, Inc.)

Arbitration. Final Any dispute, controversy or claim between Employee and binding any Company Party arising out of or relating to this Agreement or Employee’s employment with the Company will be finally resolved by arbitration in accordance with this Section 10.7 shall be Houston, Texas in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the then-existing American Arbitration Association (“AAA”) Employment Arbitration Rules. The arbitration award shall be final and binding on both parties. The Parties further agree that all disputes shall be arbitrated on an individual basis, and they forego and waive any right to arbitrate any dispute as a class action or collective action or on consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. This Section 10 does not preclude Employee from filing a charge or complaint with a federal, state or other governmental administrative agency. Any arbitration conducted under this Section 10 shall be heard by a single arbitrator. Either Party may, following arbitrator (the end “Arbitrator”) selected in accordance with the then-applicable rules of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the other Party. Within fifteen (15) Business Days of delivery of such notice contrary in this Agreement, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, Arbitrator shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized power to (i) award non-economic or punitive damages gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the extent expressly excluded under this Agreement dispute before him or her (and each party will provide such materials, or information, testimony and evidence requested by the Arbitrator), and (ii) reform grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be reasoned, modify or materially change this Agreement or rendered in writing, be final and binding upon the disputing parties and the Parties agree that judgment upon the award may be entered by any court of competent jurisdiction. The party whom the Arbitrator determines is the prevailing party in such arbitration shall receive, in addition to any other CONFIDENTIAL agreements contemplated hereunder award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. Notwithstanding any other provision in this Section 10, either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce Section 8 (including any of the provisions of Article 2 the Employment Agreement referenced therein); provided, however, that the damage limitations described in part remainder of any such dispute ( i beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 10. By entering into this Agreement and entering into the arbitration provisions of this sentence will not apply if such damages are statutorily imposed Section 10, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained Nothing in this Section 10.7.3 10 shall prohibit a party to this Agreement from instituting litigation to enforce any arbitration award. This Section 10 shall be enforceable pursuant to the contrary Federal Arbitration Act, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise 9 U.S.C. § 1 et seq.

Appears in 2 contracts

Samples: Separation Agreement and General Release (Contango Oil & Gas Co), Separation Agreement and General Release (Contango Oil & Gas Co)

Arbitration. Final Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination or validity of these Terms will be submitted to binding, confidential arbitration as prescribed herein. The parties will agree on a single arbitrator engaged in the practice of law within thirty (30) days of receipt of a notice of intent to arbitrate. Such arbitrator will be knowledgeable about student- institution relationships and binding will conduct the arbitration in accordance with this Section 10.7 shall be in accordance with under the current Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes rules of the American Arbitration Association ArbitrationAssociation (“AAA” ) by ), unless otherwise provided herein. The arbitrator will be selected in accordance with AAA procedures from a single arbitrator. Either Party may, following the end list of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed qualified people maintained by AAA , which arbitrator must meet the foregoing criteria . The arbitration shall be held in New York, New York, and the proceedings shall will be conducted in the English language Los Angeles, California. The arbitrators may proceed to an award arbitrator’s decision and award will be final and binding, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on judgment upon the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof, or application may be made thereon. Any duty to the court arbitrate under these Terms will remain in effect and enforceable after termination of these Terms for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator any reason. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise. x

Appears in 2 contracts

Samples: Enrollment Agreement, Enrollment Agreement

Arbitration. Final and binding Any dispute, controversy, or claim between the Parties arising out of the Contract or the breach, termination, or invalidity thereof, unless settled amicably under Article 17.1, above, within sixty (60) days after receipt by one Party of the other Party’s written request for such amicable settlement, shall be referred by either Party to arbitration in accordance with this Section 10.7 the UNCITRAL Arbitration Rules then obtaining. The decisions of the arbitral tribunal shall be based on general principles of international commercial law. The arbitral tribunal shall be empowered to order the return or destruction of goods or any property, whether tangible or intangible, or of any confidential information provided under the Contract, order the termination of the Contract, or order that any other protective measures be taken with respect to the goods, services or any other property, whether tangible or intangible, or of any confidential information provided under the Contract, as appropriate, all in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes authority of the American Arbitration Association arbitral tribunal pursuant to Article 26 (“ AAA Interim measures”) by a single arbitrator. Either Party may, following the end and Article 34 (“Form and effect of the good faith negotiation period referenced award”) of the UNCITRAL Arbitration Rules. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice Contract, the Parties arbitral tribunal shall meet have no authority to award interest in excess of the London Inter-Bank Offered Rate (“LIBOR”) then prevailing, and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator any such interest shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding simple interest only. The Parties agree that the arbitration shall be kept confidential and that bound by any arbitration award rendered as a result of such arbitration as the existence final adjudication of the proceeding and any element of its (including any pleadings such dispute, briefs controversy, or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise claim.

Appears in 2 contracts

Samples: Contract, www.unfpa.org

Arbitration. Final and binding Any dispute, controversy, or claim between the Parties arising out of the Contract or the breach, termination, or invalidity thereof, unless settled amicably under Article 19.1, above, within sixty (60) days after receipt by one Party of the other Party’s written request for such amicable settlement, shall be referred by either Party to arbitration in accordance with this Section 10.7 the UNCITRAL Arbitration Rules then obtaining. The decisions of the arbitral tribunal shall be based on general principles of international commercial law. The arbitral tribunal shall be empowered to order the return or destruction of goods or any property, whether tangible or intangible, or of any confidential information provided under the Contract, order the termination of the Contract, or order that any other protective measures be taken with respect to the goods, services or any other property, whether tangible or intangible, or of any confidential information provided under the Contract, as appropriate, all in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes authority of the American Arbitration Association arbitral tribunal pursuant to Article 26 (“ AAA Interim Measures of Protection”) by a single arbitrator. Either Party may, following the end and Article 32 (“Form and Effect of the good faith negotiation period referenced Award”) of the UNCITRAL Arbitration Rules. The arbitral tribunal shall have no authority to award punitive damages. In addition, unless otherwise expressly provided in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice Contract, the Parties arbitral tribunal shall meet have no authority to award interest in excess of the London Inter-Bank Offered Rate (“LIBOR”) then prevailing, and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator any such interest shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding simple interest only. The Parties agree that the arbitration shall be kept confidential and that bound by any arbitration award rendered as a result of such arbitration as the existence final adjudication of the proceeding and any element of its (including any pleadings such dispute, briefs controversy, or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise claim.

Appears in 2 contracts

Samples: procurement-notices.undp.org, www.unhcr.org

Arbitration. Final Any disputes arising under this Agreement which are not resolved as provide for in subparagraphs 18(a) and binding arbitration in accordance with this Section 10.7 (b) shall be submitted to an arbitration proceeding which shall take place in accordance with Washington, D.C. The proceeding shall be conducted under the Commercial Arbitration Rules and Supplementary Procedures then prevailing rules for Large Complex Disputes commercial arbitration (or, if the matter involves issues of patent validity, infringement or enforceability, the patent arbitration rules) of the American Arbitration Association (“AAA”) Association, by a single arbitrator. Either Party may, following the end panel of three (3) arbitrators reasonably acceptable to both of the good faith negotiation period referenced in Section 10.7.2 parties, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days one of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall whom must have significant substantial experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules field of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language telecommunications. The arbitrators may proceed shall have the authority to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages permit limited discovery to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that required by a party in order to establish its position. The decision of the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator arbitrators shall be final and binding and may be entered and enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction . Any monetary award shall be payable in U.S. dollars, including a temporary restraining order free of any tax, preliminary injunction offset or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests deduction. Any determination of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential to the parties hereto and that binding solely on the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties parties hereto. The parties, their counsel counsel, and any Person necessary the arbitrators shall take all reasonable steps to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to conclude the arbitration or otherwise within six (6) months after it is instituted.

Appears in 2 contracts

Samples: Interdigital Communications Corp, Interdigital Communications Corp

Arbitration. Final Any disputes, claims, or controversies arising out of or relating to the Transaction Documents, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS” ), or its successor pursuant the expedited procedures set forth in accordance with this Section 10.7 shall be in accordance with the Commercial JAMS Comprehensive Arbitration Rules and Supplementary Procedures for Large Complex Disputes (the “Rules” ), including Rules 16.1 and 16.2 of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the proceedings State of Kansas any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be conducted in paid by and be the English language sole responsibility of the Company, including but not limited to the Buyer’s attorneys’ fees and each arbitrator’s fees. The arbitrators may proceed to an award, notwithstanding the failure arbitrators’ decision must set forth a reasoned basis for any award of either Party to participate in the proceedings damages or finding of liability. The arbitrator shall arbitrators’ decision and award will be instructed that time is of the essence made and delivered as soon as reasonably possibly and in the arbitration proceeding. The arbitrator shall, any case within forty-five sixty ( 45 60) calendar days after days’ following the conclusion of the arbitration hearing, issue a written award hearing and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment final and binding on the award rendered by the arbitrator parties and may be enforced in entered by any court having competent jurisdiction thereof , or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator . Notwithstanding anything contained in this Section 10.7.3 to the contrary foregoing, either Party shall have the right to seek equitable relief or interim or provisional relief from a court choice of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that not limit the existence Buyer’s exercise of remedies under the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise Uniform Commercial Code.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Predictive Oncology Inc.), Securities Purchase Agreement (Precision Therapeutics Inc.)

Arbitration. Final Any disputes, claims, or controversies arising out of or relating to the Transaction Documents, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS” ), or its successor pursuant the expedited procedures set forth in accordance with this Section 10.7 shall be in accordance with the Commercial JAMS Comprehensive Arbitration Rules and Supplementary Procedures for Large Complex Disputes (the “Rules” ), including Rules 16.1 and 16.2 of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three (3) arbitrators each of whom will be selected in accordance “strike and rank” methodology set forth in Rule 15. Either party to this Agreement may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be allocated as determined by the arbitrators, and the proceedings shall be conducted in arbitrators are authorized to award attorneys’ fees to the English language prevailing party, including pre and post award interest. The arbitrators may proceed to an award, notwithstanding the failure arbitrators’ decision must set forth a reasoned basis for any award of either Party to participate in the proceedings damages or finding of liability. The arbitrator shall arbitrators’ decision and award will be instructed that time is of the essence made and delivered as soon as reasonably possibly and in the arbitration proceeding. The arbitrator shall, any case within forty-five sixty ( 45 60) calendar days after days’ following the conclusion of the arbitration hearing, issue a written award hearing and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment final and binding on the award rendered by the arbitrator parties and may be enforced in entered by any court having competent jurisdiction thereof , or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 2 contracts

Samples: Securities Purchase Agreement (Jaguar Health, Inc.), Securities Purchase Agreement (Jaguar Health, Inc.)

Arbitration. Final and Claims between the Parties under this Section 15.3(b) shall be finally settled by binding arbitration conducted in accordance with this Section 10.7 shall be the English language in accordance with the Rules of Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA” ) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria ). The arbitration shall be held in New York San Francisco, New York California and shall be conducted by three (3) arbitrators who are knowledgeable in the subject matter at issue in the dispute. One (1) arbitrator will be selected by Renovis, one (1) arbitrator will be selected by Genentech, and the proceedings third arbitrator will be selected by mutual agreement of the two (2) arbitrators selected by the Parties, provided that if a Party fails to select an arbitrator within thirty (30) days of the request for arbitration, the arbitrator that was to be selected by such Party shall be conducted appointed in accordance with the English language rules of the AAA. During the period prior to the hearing, each Party shall have the right to conduct up to two (2) depositions and to submit up to twenty (20) document requests to the other Party. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator arbitrators shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator arbitrators shall be authorized to award compensatory damages, but shall not NOT be authorized to (i) award non-economic or punitive damages (except to the extent expressly excluded under permitted by this Agreement ), or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief that the arbitrators deem just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The award of the arbitrators shall be the sole and exclusive remedy of the Parties. Judgment on the award rendered by the arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof , or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be , subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator arbitrators. Notwithstanding anything contained in this Section 10.7.3 15.3(b) to the contrary, either each Party shall have the right to seek equitable relief institute judicial proceedings against the other Party or interim anyone acting by, through or provisional relief from a court of competent jurisdiction under such other Party, including a temporary restraining order in order to enforce the instituting Party’s rights hereunder through specific performance, preliminary injunction or other interim similar equitable relief , concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding . The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards This Section 15.3(b) shall not be disclosed beyond apply to any dispute, controversy or claim that concerns (A) the arbitrator validity, the Parties enforceability or infringement of a patent, their counsel and trademark or copyright; or (B) any Person necessary to the conduct of the proceeding antitrust, except as may lawfully be required in judicial proceedings relating to the arbitration anti-monopoly or otherwise competition law or regulation, whether or not statutory.

Appears in 2 contracts

Samples: License Agreement (Renovis Inc), License Agreement (Renovis Inc)

Arbitration. Final Except as expressly provided herein, any claim, dispute or controversy arising out of or in connection with or relating to this Amended and binding arbitration in accordance with this Section 10.7 Restated Worldwide Agreement or the breach or alleged breach thereof shall be in accordance with submitted by the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of parties to arbitration by the American Arbitration Association (“AAA”) by a single arbitrator in Santa Clara County, California, under the commercial rules then in effect for that AAA except as provided herein. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration All proceedings shall be held in New York English and a transcribed record prepared in English. The parties shall choose, New York by mutual agreement, one arbitrator within thirty (30) days of receipt of notice of the intent to arbitrate. If no arbitrator is appointed within the times herein provided or any extension of time that is mutually agreed on, the AAA shall make such appointment within thirty (30) days of such failure. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and the proceedings judgment on such award may be entered in any court having jurisdiction thereof. The parties shall be conducted entitled to discovery as provided in Sections 1283.05 and 1283.1 of the English language Code of Civil Procedure of the State of California, whether or not the California Arbitration Act is deemed to apply to said arbitration. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate Nothing in the proceedings. The arbitrator this Amended and Restated Worldwide Agreement shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five deemed as preventing either party from seeking injunctive relief ( 45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided provisional remedy) from any court having jurisdiction over the parties and the subject matter of the dispute as necessary to protect either party’s name, however proprietary information, that trade secrets, know-how or any other proprietary right. If the damage limitations described issues in part (i) dispute involve scientific or technical matters, any arbitrator chosen hereunder shall have educational training and/or experience sufficient to demonstrate a reasonable level of this sentence will not apply if such damages are statutorily imposed knowledge in the field of biotechnology. Judgment on the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof , or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 2 contracts

Samples: Amended and Restated Worldwide Agreement (Protein Design Labs Inc/De), Amended and Restated Worldwide Agreement (Protein Design Labs Inc/De)

Arbitration. Final and Except as otherwise expressly provided in this Agreement, the Parties agree that any dispute not resolved internally by the Parties pursuant to Clause 20.1(B), shall be resolved through binding arbitration in accordance with this Section 10.7 shall be conducted under the auspices of the International Chamber of Commerce in accordance with the Commercial then prevailing Rules of Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association International Chamber of Commerce ( for purposes of this Clause 20.2, the AAA Rules ) by a single arbitrator ), except as modified in this Agreement, applying the substantive law specified in Clause 21.12 (Governing law). Either A Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to may initiate arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days Party of delivery of its intention to arbitrate, and such notice, the Parties demand notice shall meet and discuss specify in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given reasonable detail the nature of the dispute dispute. Each Party shall select one (1) arbitrator, and the values two (2) arbitrators so selected shall choose a third arbitrator. All three (3) arbitrators shall serve as neutrals and have at risk least ten (10) years of: (a) dispute resolution experience (including judicial experience); and/or (b) legal or business experience in the biotech or pharmaceutical industry. In any event, at least one (1) arbitrator shall satisfy the foregoing experience requirement under Clause 20.2(b). Notwithstanding anything to the contrary in this Clause 20.2, in the event of a dispute regarding the Prosecution and Maintenance activities described in Clause 12 at least one (1) arbitrator shall have expertise in patent law. If a Party fails to nominate its arbitrator, or if the Parties Parties’ arbitrators cannot agree on such arbitrator within fifteen (15) days of request the third arbitrator, the necessary appointments shall be made in accordance with the Rules. Once appointed by a Party, such Party for arbitration, then such arbitrator shall be have no ex parte communication with its appointed by AAA, which arbitrator must meet the foregoing criteria arbitrator. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in Frankfurt, Germany. The arbitration proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in another language shall be submitted in English translation accompanied by the original or a true copy thereof. Each Party agrees to use commercially reasonable efforts to make all of its current employees available, if reasonably needed, and agrees that the arbitrators may deem any party as “necessary.” The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed and required to render a written, binding, non-appealable resolution and award on each issue that time clearly states the basis upon which such resolution and award is of the essence in the arbitration proceeding made. The arbitrator shall written resolution and award shall be delivered to the Parties as expeditiously as possible, within forty-five but in no event more than ninety ( 45 90) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing unless otherwise agreed by the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed Parties. Judgment on the upon such award rendered by the arbitrator may be enforced entered in any competent court having competent jurisdiction thereof, or application may be made to the any competent court for a judicial recognition acceptance of such an award and order for enforcement. Each Party agrees that, notwithstanding any provision of applicable law or of this Agreement, it will not request, and the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party arbitrators shall have the right no authority to seek equitable relief award, punitive or interim or provisional relief from a exemplary damages against any Party. The Parties may apply to any court of competent jurisdiction, including jurisdiction for a temporary restraining order, preliminary injunction or other interim equitable or conservatory relief, concerning a dispute as necessary, without breaching these arbitration provisions and without abridging the powers of the arbitrators. At the request of either prior Party, the arbitrators shall enter an appropriate protective order to maintain the confidentiality of information produced or during any arbitration if necessary to protect exchanged in the interests course of such Party or to preserve the status quo pending the arbitration proceeding proceedings. The arbitrators shall have the power to decide all questions of arbitrability. The Parties agree that that: (i) they shall share equally the arbitration shall be kept confidential fees and that the existence expenses of the proceeding arbitrators; and any element of (ii) each Party shall bear its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions own attorneys’ fees and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel associated costs and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise expenses.

Appears in 2 contracts

Samples: Licence Agreement (Ascendis Pharma a/S), Licence Agreement (Ascendis Pharma a/S)

Arbitration. Final and binding arbitration in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced Except as otherwise provided in Section 10.7.2 10 of this Agreement, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice controversy, dispute or claim arising out of, in connection with, or in relation to, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue interpretation, which arbitrator shall be neutral and independent performance or breach of both Parties and all of their respective Affiliates this Agreement, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions its Exhibits or the rules Management Equity Subscription Agreement, including, without limitation, the validity, scope and enforceability of this Section, may at the election of either Party, be solely and finally settled by arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held conducted in New York, New York, by and in accordance with the then existing rules for commercial arbitration of the American Arbitration Association, or any successor organization and with the Expedited Procedures thereof (collectively, the “Rules”). Catalent shall select one arbitrator, Executive shall select one arbitrator and the proceedings two arbitrators so designated shall select a third arbitrator; provided that such arbitrators shall be conducted experienced in deciding cases concerning the English language matter which is the subject of the dispute. The Each of the Parties further agrees that the determination of the arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed by reasoned award and that time is the arbitrators shall apply the substantive laws of the essence State of Delaware. Either of the Parties may demand arbitration by written notice to the others and to the Arbitrator set forth in this Section 11(b) (“Demand for Arbitration”). Each of the arbitration Parties agrees that if possible, the award shall be made in writing no more than thirty (30) days following the end of the proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the Any award rendered by the arbitrator arbitrators shall be final and binding and judgment may be enforced entered on it in any court having of competent jurisdiction thereof, or application may be made to sitting in the court for a judicial recognition State of Delaware. Each of the award or an order Parties hereto agrees to treat as confidential the results of enforcement as the case may be any arbitration (including, subject only to revocation on grounds without limitation, any findings of fraud or clear bias on the part of fact and/or law made by the arbitrator . Notwithstanding anything contained in this Section 10.7.3 ) and not to the contrary, either Party shall have the right disclose such results to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding unauthorized person. The Parties agree intend that this agreement to arbitrate be valid, enforceable and irrevocable. In the event of any arbitration with regard to this Agreement, each Party shall be kept confidential pay its own legal fees and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise expenses.

Appears in 2 contracts

Samples: Employment Agreement (Catalent Pharma Solutions, Inc.), Employment Agreement (Catalent Pharma Solutions, Inc.)

Arbitration. Final and binding arbitration Except as otherwise set out in accordance with this Section 10.7 10.1, any dispute that cannot be settled amicably by agreement of the Parties pursuant to Section 10.1(a) shall be in accordance with finally settled by an arbitration administered by JAMS applying its most applicable procedural rules (and the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes substantive laws of the American Arbitration Association (“AAA” State of California) by a single arbitrator. Either Party may, following provided that the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute appointed arbitrator(s) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant appropriate experience and expertise in licensing and partnering agreements in the pharmaceutical industry (or if no such person is available then in the biopharmaceutical industry or the closest industry possible). The place of arbitration shall be San Francisco, California. The language to be used in the arbitration proceedings shall be English. The award rendered in any arbitration shall be final and binding upon both Parties. The judgment rendered by the arbitrator(s) may include costs of arbitration, reasonable legal fees and reasonable costs for any expert and other relevant experience witnesses. Nothing in this Agreement shall be deemed as preventing either Party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the Parties and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature subject matter of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen as necessary to protect either Party’s name, Confidential Information ( 15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language case of Assignee) or intellectual property. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which Judgment upon the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof jurisdiction, or application may be made to the such court for a judicial recognition acceptance of the award or and/or an order of enforcement as the case may be , subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator . Notwithstanding anything contained in this Section 10.7.3 to the contrary foregoing, either Party shall have the right be free to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a submit any dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration scope, validity, enforceability or otherwise otherCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed SeparatelyConfidential Treatment RequestedUnder 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2like matter regarding intellectual property to any court having jurisdiction over the Parties and the subject matter of the dispute and to seek such relief and remedies as are available in that court.

Appears in 2 contracts

Samples: Assignment Agreement (Aclaris Therapeutics, Inc.), Assignment Agreement (Aclaris Therapeutics, Inc.)

Arbitration. Final Except as provided in Section 18(b) below, LF and Consultant and Company each agrees that any dispute or controversy arising out of or relating to any interpretation, construction, enforcement, performance or breach of this Agreement, including the arbitrability of any dispute hereunder, shall be resolved by binding arbitration to be held in accordance with this Section 10.7 shall be in accordance with Los Angeles, California pursuant to the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes provisions of the American Arbitration Association (“AAA”) California Code of Civil Procedure Section 1290, et. seq. before a neutral arbitrator selected by a single arbitrator. Either Party may, following the end mutual agreement of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party parties. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which The neutral arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions a retired judge or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature justice of the dispute and the values at risk California Superior Court or Court of Appeal. If the Parties cannot parties are unable to agree on such arbitrator within fifteen (15) days of request by upon a Party for arbitration neutral arbitrator, then such arbitrator one shall be appointed by AAA, which arbitrator must meet the foregoing criteria court pursuant to California Code of Civil Procedure Section 1281.6. The decision of the neutral arbitrator shall be final and subject to confirmation as a judgment pursuant to, among other things, California Code of Civil Procedure Section 1285, et. seq. The neutral arbitrator shall apply the substantive laws of the State of California and evidence taken at the arbitration shall be held in New York, New York governed by, and in compliance with, the proceedings shall be conducted in provisions of the English language California Evidence Code. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The neutral arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue make a written award which disposes of all of the claims and which includes a concise statement of decision describing reasons for the award and states the essential findings and conclusions on upon which the award is based . In connection with the arbitration, including the calculation parties agree to (a) exchange relevant documents prior to the arbitration hearing; (b) exchange identities of any damages awarded witnesses prior to the arbitration hearing; and (c) each party shall be entitled to depositions of witnesses or potential witnesses whose testimony is relevant or likely to lead to the discovery of relevant evidence or information, upon application to the arbitrator. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be confirmed and enforced in any court having competent jurisdiction thereof, or application may as a judgment. The cost of the neutral arbitrator shall be made borne equally by both parties subject to the court for a judicial recognition provisions of Section 21 below, and the rights of the award or an order prevailing party to recover costs at the conclusion of enforcement as the case may be, subject only arbitration to revocation on grounds of fraud or clear bias on the part of be determined by the arbitrator . Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 2 contracts

Samples: Consulting Agreement (Panglobal Brands Inc.), Consulting Agreement (Panglobal Brands Inc.)

Arbitration. Final Except as provided in Section 21.2., any monetary claim arising out of or relating to this Agreement, or any breach of this Agreement, or any controversies, disputes or claims arising between us and you, including controversies, disputes or claims regarding: (A) any provision of this Agreement or any other agreement between the parties related to this Agreement; (B) the relationship of the parties; (C) the validity of this Agreement or any other agreement between the parties related to this Agreement; or (D) any specification, standard or operating procedure relating to the establishment or operation of your Rubio's Store must be submitted to final and binding arbitration in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of before the American Arbitration Association ( "AAA ") as the sole and exclusive remedy. The arbitration will be governed by a single arbitrator. Either Party may, following the end of AAA commercial arbitration rules in effect on the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to date the demand for arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet is filed and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be conducted before one neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise arbitrator selected in licensing and partnering agreements in accordance with the pharmaceutical industry and other relevant experience and (b) any changes in these AAA commercial arbitration provisions rules from the AAA's national or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such regional arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria lists. The arbitration shall be held in New York, New York, administered by the AAA office nearest to our principal offices at the time the demand for arbitration is filed and the proceedings all hearings shall be conducted take place in the English language county in which our principal offices are located at the time the demand for arbitration is filed. The arbitrators may proceed to an award, notwithstanding Any demand for arbitration shall specify the failure amount of either Party to participate in the proceedings damages sought. The arbitrator shall have no authority to amend or modify the provisions of this Agreement and any settlement offers made by either party may not be instructed that time is of considered by the essence in the arbitration proceeding arbitrator. The arbitrator shall may award or otherwise provide for temporary restraining orders, within forty preliminary injunctions, injunctions, attachments, claim and delivery proceedings, temporary protective orders, receiverships and other pre- five (45) calendar days after the conclusion judgment, equitable and/or interim relief as appropriate pending final resolution by binding arbitration of a claim, as well as in connection with any such final resolution, and may issue summary orders disposing of all or part of a claim at any point. The award and decision of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on conclusive and binding upon all parties thereto and judgment upon the award rendered by the arbitrator may be enforced entered in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including and we and you waive any right to contest the validity or enforceability of the award. We and you agree that each party will provide discovery to the other in the form of document production and depositions in accordance with the Federal Rules of Civil Procedure. We and you also will obtain the agreement of the arbitrator that: (1) the arbitrator shall provide a temporary restraining order written ruling, preliminary injunction or other interim equitable relief, concerning a dispute either prior stating in separate sections the findings of fact and conclusions of law on which his ruling is based; and (2) the ruling is due not later then 60 days after the final hearing. This arbitration provision will be deemed to or during be self-executing and if you fail to appear at any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the properly noticed arbitration proceeding . The Parties agree that the arbitration shall , award may be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary entered against you despite your failure to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise appear.

Appears in 2 contracts

Samples: Franchise Agreement (Rubios Restaurants Inc), Franchise Agreement (Rubios Restaurants Inc)

Arbitration. Final and Except as set forth in Section 3.1, any disputes arising under or in connection with this Agreement, including, without limitation, those involving claims for specific performance or other equitable relief, will be submitted to binding arbitration in accordance with this Section 10.7 shall be in accordance with under the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association ( “AAA” the "AAA Rules") by a single arbitrator under the authority of federal and state arbitration statutes, and shall not be the subject of litigation in any forum. Either Party may EXCEPT AS SET FORTH IN SECTION 3.1, following the end of the good faith negotiation period referenced in Section 10.7.2 EACH PARTY, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice BY SIGNING THIS AGREEMENT, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue VOLUNTARILY, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHTS SUCH PARTY MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria INCLUDING THE RIGHT TO JURY TRIAL. The arbitration shall will be held conducted only in New York Denver, New York Colorado, before a single arbitrator from the staff of the Judicial Arbiter Group, Inc. ("JAG") selected by the parties to such arbitration (or, if JAG is no longer in existence, before a single arbitrator selected by the parties in accordance with the AAA Rules) or, if they are unable to agree on an arbitrator, before a panel of three arbitrators selected from the staff of JAG (or, if JAG is no longer in existence, before a panel of three arbitrators selected in accordance with the AAA Rules), one selected by the Employee, one selected by the Employer and the proceedings shall be conducted in third selected by the English language other two arbitrators. The arbitrators may proceed shall have full authority to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written order specific performance and award damages and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages other relief available under this Agreement or applicable law, but shall not be authorized have no authority to (i) award non-economic add to, detract from, change or punitive damages to amend the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change terms of this Agreement (except as otherwise contemplated by Section 3.5) or any other CONFIDENTIAL agreements contemplated hereunder; provided existing law. All arbitration proceedings, however including settlements and awards, that shall be confidential. The decision of the damage limitations described in part (i) of this sentence arbitrators will not apply if such damages are statutorily imposed. Judgment be final and binding, and judgment on the award rendered by the arbitrator arbitrators may be enforced entered in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding . The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise THIS SUBMISSION AND AGREEMENT TO ARBITRATE WILL BE SPECIFICALLY ENFORCEABLE.

Appears in 2 contracts

Samples: Voting Trust Agreement (Rentx Industries Inc), Agreement (Rentx Industries Inc)

Arbitration. Final Except for actions seeking injunctive relief, which may be brought before any court having jurisdiction, any claim arising out of or relating to (i) this Agreement, including, but not limited to, its validity, interpretation, enforceability or breach, or (ii) the relationship between the parties (including its commencement and binding arbitration in accordance with this Section 10.7 termination) which are not settled by agreement between the parties, shall be settled by arbitration conducted exclusively in San Francisco, California before a board of three arbitrators, one selected by each party, and the third by the two persons so selected, all in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association ( "AAA ") by a single arbitrator then in effect. Either Party may, following The arbitrators shall each be experienced in the end matters that are the subject of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) or fundamental to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given understanding the nature of the dispute Dispute. The notice of intent to arbitrate shall name one arbitrator, and the values at risk. If party(ies) receiving the Parties cannot agree on such notice shall name the second arbitrator within fifteen (15) days of request or the moving party may select the second arbitrator from a list supplied by the AAA. In the event that these two arbitrators cannot agree upon a Party for arbitration third arbitrator within fifteen (15) days, then such the third arbitrator shall be appointed selected from the list provided by AAA, which arbitrator must meet the foregoing criteria AAA with the parties striking names in order with the party striking first to be determined by the flip of a coin. The parties hereby consent to the in personam jurisdiction of the courts of the State of California for purposes of confirming any such award and entering judgment thereon. In any arbitration proceedings hereunder, (a) all testimony of witnesses shall be held taken under oath; (b) discovery will be allowed to the same extent as available under the rules then applicable to civil actions under Delaware law; (c) upon conclusion of any arbitration, the arbitrators shall render findings of fact and conclusions of law in New York, New York, a written opinion setting forth the basis and reasons for any decision reached and deliver such documents to each party to this Agreement along with a signed copy of the proceedings award; and (d) the rules of evidence as then applicable to civil actions under Delaware law shall be conducted applied in the English language arbitration. Each party agrees that the arbitration provisions of this Agreement are its exclusive damage remedy and expressly waives any right to seek redress in another forum. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right authority to seek allocate between the parties the costs of arbitration in such equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect manner as the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as arbitrators may lawfully be required in judicial proceedings relating to the arbitration or otherwise determine.

Appears in 2 contracts

Samples: Calypte Biomedical Corp, Calypte Biomedical Corp

Arbitration. Final For any Dispute involving amounts owed under the Agreement, or whether a Party has breached its obligations under the Agreement (and/or has cured such breach), such Dispute (if not resolved by the Parties under Section 11.1) shall be resolved by final and binding arbitration in accordance with this Section 10.7 shall be in accordance with 11.2, under the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2 11.1, refer any such Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) [***] Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) [***] days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) [***] calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded awarded (if applicable). The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) *Confidential Treatment Requested. CONFIDENTIAL award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 11.2 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise . . ARTICLE 12 MISCELLANEOUS

Appears in 2 contracts

Samples: Exclusive License Agreement (ProNAi Therapeutics Inc), Exclusive License Agreement (ProNAi Therapeutics Inc)

Arbitration. Final and binding arbitration in accordance with this Section 10.7 Formal Arbitration shall be initiated by delivery of a written notice of demand for arbitration by one party to the other. Such written notice shall contain a brief statement describing the issue(s), confirming the parties’ compliance with the process described in accordance Section 12.6 (a) of this Agreement, and naming the party’s arbitrator. Within thirty (30) days of its receipt of the demand, the party to which the notice is sent shall respond to the notification in writing, naming its arbitrator. If either party fails to name its arbitrator as set forth in this paragraph, the other party may appoint the second arbitrator. The arbitration panel shall consist of three (3) past or present disinterested officers of life insurance or life reinsurance companies not affiliated with either of the parties in any way. The two named arbitrators will select the third arbitrator, who shall be neutral. If the two (2) arbitrators cannot agree on the choice of a third within thirty (30) days following their appointment, each arbitrator shall nominate one or more slates of three (3) candidates within seven (7) days thereafter until they either accept one of the other’s candidates or there is a match. Ceding Company and Reinsurer each shall bear the expense of its own arbitrator and jointly shall bear the expense of the third arbitrator. The arbitration panel may in its discretion award fees and expenses of the arbitration to the prevailing party. In the absence of a decision to the contrary by the arbitration panel, Ceding Company and Reinsurer shall share jointly in all other costs of the arbitration. The parties agree to use the Commercial Arbitration Rules of ARIAS-US in effect at the time the arbitration begins to resolve any arbitration process issues not addressed in this Article. The parties to any arbitration under this Section 12.6 shall keep the arbitration (including the subject matter thereof) and Supplementary Procedures for Large Complex Disputes of any information disclosed in the American Arbitration Association arbitration proceedings secret and strictly confidential, except to the extent such information ( “AAA” i) by a single arbitrator. Either Party may, following is or becomes available to the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute ( public other than an Excluded Dispute as a result of disclosure by the parties to such arbitration, their Affiliates, employees or agents, or (ii) is required to arbitration by submitting written notice be disclosed under Applicable Law or in connection with any action, proceeding or judicial process, but only to the other Party extent it must be disclosed. Within fifteen (15) Business Days The arbitration will take place in Chicago, Illinois unless the parties mutually agree otherwise. The arbitration panel shall be solely responsible for determining what evidence shall be considered and what procedure they deem appropriate and necessary in the gathering of delivery of such notice facts or data necessary to decide the dispute, with the Parties shall meet and discuss in good faith and agree on specific exceptions that the arbitrators may not conclude: (a) an arbitrator to resolve the issue that each is acting as a neutral arbitrator, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process disposition by summary judgment is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of Each party may examine any witness who testifies at the arbitration hearing hearings. Notwithstanding this arbitration provision, issue a written award and statement each party shall have the right to seek temporary relief in the United States District Court for the Northern District of decision describing the essential findings and conclusions on which the award is based, including the calculation Towa to seek enforcement of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder to prevent irreparable harm from occurring; provided, however, that the damage limitations described party seeking such temporary relief shall give prior notice to the other party so that such other party shall have a reasonable opportunity to be heard by such court in part connection therewith; provided further, however, that neither party may seek such relief after the third arbitrator has been appointed. The costs of seeking or defending a claim for an temporary relief may be added to the costs of the arbitration by the arbitrators. Within sixty ( i 60) days after the first day of the final arbitration hearing, the arbitrators will issue a written, reasoned decision on the dispute and a statement of any award to be paid as a result. The decision will be based on the terms and conditions of this sentence Agreement as well as the usual customs and practices of the insurance and reinsurance industry, rather than on strict interpretation of the law. The decision will not apply if such damages are statutorily imposed be final and binding on both Ceding Company and Reinsurer and there will be no further appeal. Judgment on the award rendered by the arbitrator may be enforced entered upon the final decision in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction , including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise .

Appears in 2 contracts

Samples: Reinsurance Agreement (Separate Account Va B), Reinsurance Agreement (Separate Account Va B)

Arbitration. Final and If a dispute has not been resolved by negotiation as provided in Section 22.1 above, then, except as otherwise provided in this Section 22.2, the dispute will be finally settled by binding arbitration in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association AAA then in effect, by three ( “AAA” 3) arbitrators, one of whom will be designated by a single arbitrator each Party and the third of whom will be designated by the two so designated. Either Party may The arbitration, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator it shall be neutral conducted in English and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York , and the proceedings shall be conducted in the English language . The arbitrators may proceed to will render their award in writing and, unless all Parties agree otherwise, will include an award, notwithstanding the failure of either Party to participate explanation in the proceedings. The arbitrator shall be instructed that time is reasonable detail of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed reasons for their award. Judgment on upon the award rendered by the arbitrator arbitrators may be enforced entered in any court having competent jurisdiction thereof . The Parties expressly waive any putative right they may otherwise have to seek an award arising out of any dispute hereunder of punitive damages or any other damages limited or excluded by this Agreement. The arbitrator will have the authority to grant injunctive relief and other specific performance. The arbitrator will, or application may be made to in rendering its decision, apply the court for a judicial recognition substantive law of the State of New York, without regard to its conflict of laws provisions. The decision and/or award rendered by the arbitrator will be final and non-appealable (except for an alleged act of corruption or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator . Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise ).

Appears in 2 contracts

Samples: Master Services Agreement (BriaCell Therapeutics Corp.), Master Services Agreement (BriaCell Therapeutics Corp.)

Arbitration. Final If after such reasonable period such management are unable to settle such Agreement Dispute (and in any event, unless otherwise agreed in writing by the parties, after ninety (90) days have elapsed from the time the parties began such negotiations) and the Agreement Dispute involves a controversy, dispute or claim of $500,000 or more, or a mediator makes a finding under Section 5.2 hereof that all settlement possibilities have been exhausted and that a matter is not resolvable through mediation, such Agreement Dispute shall be determined, at the demand of any party, by binding arbitration conducted in accordance with this Section 10.7 shall be Dallas, Texas or at another location which the parties mutually select, before and in accordance with the then-existing Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association ( “AAA”) by a single arbitrator the Rules). Either Party may, following In any Agreement Dispute between the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice parties hereto, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator numbers of arbitrators shall be neutral and independent of both Parties and all of their respective Affiliates three (3) (one selected by Parent, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request one selected by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York SpinCo, and one jointly selected by the proceedings shall be conducted in the English language two arbitrators so selected). The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic Any judgment or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may shall be enforced final, binding and nonappealable (except upon grounds specified in 9 U.S.C. Section 10(a) as in effect on the date hereof). If the parties are unable to agree on the arbitrators, the arbitrators shall be selected in accordance with the Rules. Except as otherwise provided herein, any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article V shall be determined by the arbitrators. In resolving any Agreement Dispute, the parties intend that the arbitrators apply the terms and conditions of this Agreement and the substantive laws of the State of Delaware, without regard to the choice of law principles thereof. The parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable. The parties agree to comply with any award made in any court having competent jurisdiction thereof such arbitration proceedings that has become final in accordance with the Rules and agree to enforcement of or entry of judgment upon such award, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a by any court of competent jurisdiction, including a temporary restraining order (a) the state courts of the State of Texas, preliminary injunction located in Dallas, or (b) the United States District Court in Dallas, Texas, in accordance with Section 7.16 hereof. The arbitrators shall be entitled, if appropriate, to award any remedy in such proceedings, including monetary damages, specific performance and all other interim forms of legal and equitable relief ; provided, concerning a dispute either prior to or during any arbitration if necessary to protect however, the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) arbitrators shall not be disclosed beyond entitled to award punitive damages. Without limiting the arbitrator provisions of the Rules, unless otherwise agreed in writing by or among the parties or permitted by this Agreement, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings parties shall keep confidential all matters relating to the arbitration or the award, provided such matters may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law. Nothing contained herein is intended to or shall be construed to prevent any party, in accordance with Article 21(3) of the Rules or otherwise , from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Agreement Disputes.

Appears in 2 contracts

Samples: Ct Holdings Inc, Citadel Security Software Inc

Arbitration. Final If after such reasonable period such management are unable to settle such Agreement Dispute (and in any event, unless otherwise agreed in writing by the parties, after ninety (90) days have elapsed from the time the parties began such negotiations) and the Agreement Dispute involves a controversy, dispute or claim of $500,000 or more, or a mediator makes a finding under Section 5.2 hereof that all settlement possibilities have been exhausted and that a matter is not resolvable through mediation, such Agreement Dispute shall be determined, at the demand of any party, by binding arbitration conducted in accordance with this Section 10.7 shall be Wilmington, Delaware or at another location which the parties mutually select, before and in accordance with the then-existing Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association ( “AAA”) by a single arbitrator the "Rules"). Either Party may, following In any Agreement Dispute between the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice parties hereto, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator numbers of arbitrators shall be neutral and independent of both Parties and all of their respective Affiliates three (3) (one selected by Parent, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request one selected by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York SpinCo, and one jointly selected by the proceedings shall be conducted in the English language two arbitrators so selected). The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic Any judgment or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may shall be enforced final, binding and nonappealable (except upon grounds specified in 9 U.S.C. Section 10(a) as in effect on the date hereof). If the parties are unable to agree on the arbitrators, the arbitrators shall be selected in accordance with the Rules. Except as otherwise provided herein, any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article V shall be determined by the arbitrators. In resolving any Agreement Dispute, the parties intend that the arbitrators apply the terms and conditions of this Agreement and the substantive laws of the State of Delaware, without regard to the choice of law principles thereof. The parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable. The parties agree to comply with any award made in any court having competent jurisdiction thereof such arbitration proceedings that has become final in accordance with the Rules and agree to enforcement of or entry of judgment upon such award, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a by any court of competent jurisdiction, including a temporary restraining order (a) the state courts of the State of Delaware, preliminary injunction located in Wilmington, or (b) the United States District Court for the District of Delaware, in accordance with Section 7.16 hereof. The arbitrators shall be entitled, if appropriate, to award any remedy in such proceedings, including monetary damages, specific performance and all other interim forms of legal and equitable relief ; provided, concerning a dispute either prior to or during any arbitration if necessary to protect however, the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) arbitrators shall not be disclosed beyond entitled to award punitive damages. Without limiting the arbitrator provisions of the Rules, unless otherwise agreed in writing by or among the parties or permitted by this Agreement, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings parties shall keep confidential all matters relating to the arbitration or the award, provided such matters may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce the award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law. Nothing contained herein is intended to or shall be construed to prevent any party, in accordance with Article 21(3) of the Rules or otherwise , from applying to any court of competent jurisdiction for interim measures or other provisional relief in connection with the subject matter of any Agreement Disputes.

Appears in 2 contracts

Samples: National Service Industries Inc, Acuity Brands Inc

Arbitration. Final If the Agreement Dispute has not been resolved for any reason during the Mediation Period, such Agreement Dispute will be resolved, at the request of any relevant party, by arbitration administered by the AAA under its Commercial Arbitration Rules, conducted in Washington, D.C., except as modified herein (the “Rules”). There will be three arbitrators. If there are only two parties to the arbitration, each of MII and binding arbitration MVWC will appoint one arbitrator within 20 days after receipt by respondent of a copy of the demand for arbitration. For purposes of this Article X, the MII Group and the MVWC Group will each be deemed to be one party. The two party-appointed arbitrators will have 20 days from the appointment of the second arbitrator to agree on a third arbitrator who will chair the arbitral tribunal. Any arbitrator not timely appointed by the parties under this Section 10.3 will be appointed in accordance with this Section 10.7 shall AAA Rule R.11, and in any such procedure, each party will be given a limited number of strikes, excluding strikes for cause. If there are multiple claimants and/or multiple respondents to the effect that there are more than two parties to the arbitration, all claimants and/or all respondents will attempt to agree upon their respective appointments. If such multiple parties fail to nominate an arbitrator within 30 days, the AAA will appoint an arbitrator on their behalf. In such circumstances, any existing nomination of the arbitrator chosen by the party or parties on the other side of the proposed arbitration will be unaffected, and the remaining arbitrators will be appointed in accordance with AAA Rules R.12 and R.13. Any controversy concerning whether an Agreement Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes interpretation or enforceability of this Article X will be determined by the arbitrators. In resolving any Agreement Dispute, the parties intend that the arbitrators will apply the substantive laws of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end State of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York without regard to any choice of law principles thereof that would mandate the application of the laws of another jurisdiction. MII and MVWC intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may arbitrators will be enforced final and binding on the parties. MII and MVWC agree to comply with any award made in any court having competent jurisdiction thereof such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a any court of competent jurisdiction, including a temporary restraining order any New York State or federal court sitting in the Borough of Manhattan in The City of New York. The arbitrators will be entitled, preliminary injunction or if appropriate, to award monetary damages and other interim equitable relief remedies, concerning a dispute either prior subject to or during the provisions of Section 5.10. The parties will use their reasonable best efforts to encourage the arbitrators to resolve any arbitration if necessary related to protect any Agreement Dispute as promptly as practicable. Subject to applicable Law, including disclosure or reporting requirements, or the interests of such Party or to preserve parties’ agreement, the status quo pending parties will maintain the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence confidentiality of the proceeding arbitration. Unless agreed to by all the parties or required by applicable Law, including disclosure or reporting requirements, the arbitrators and any element the parties will maintain the confidentiality of its (including any pleadings all information, briefs records, reports, or other documents submitted or exchanged obtained in the course of the arbitration, any testimony and of all awards, orders, or other oral submissions and any awards) shall not be disclosed beyond arbitral decisions rendered by the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise arbitrators.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Marriott Vacations Worldwide Corp), Separation and Distribution Agreement (Marriott International Inc /Md/)

Arbitration. Final If the Dispute is not resolved pursuant to Section 20.1, such Dispute must be referred to and binding finally resolved by arbitration, to which the Parties hereto expressly agree and submit. The arbitration in accordance with this Section 10.7 shall will be in accordance with submitted to the Commercial Arbitration Rules and Supplementary Procedures International Centre for Large Complex Disputes Dispute Resolution of the American Arbitration Association (“AAA”) and conducted in accordance with the Commercial Arbitration Rules of the AAA (“Rules”). Pre-hearing information exchange shall be limited to the reasonable production of relevant, nonprivileged documents and carried out expeditiously. There will be one arbitrator selected by mutual agreement of the Parties. It is the intent of the Parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within ninety (90) days from the date the arbitrator is appointed. The arbitral tribunal may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a single arbitrator basis for challenging the award. The arbitration will be conducted in English and the place of arbitration will be in New York City, New York, USA. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer without waiving any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded remedy under this Agreement, or (ii) reform, modify or materially change this Agreement or apply to the arbitral tribunal and/or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) court having Portions of this sentence will not apply if such damages are statutorily imposed Exhibit were omitted, as indicated by [****], and have been provided separately to the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rules 24b-2 of the Securities Exchange Act of 1934, as amended. Judgment on jurisdiction any interim, provisional, injunctive or conservatory relief that is necessary to protect the rights or property of that Party until the arbitration award is rendered or the Dispute is otherwise resolved. Any decision rendered by the arbitrator arbitral tribunal will be final and binding on the Parties, and judgment thereon may be enforced in entered by any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order including, preliminary injunction but not limited to, any court that has jurisdiction over either of the Parties or other interim any of their assets. The Parties expressly agree that the arbitral tribunal will be empowered to award and order equitable relief or injunctive relief with respect to matters brought before it, concerning a dispute either prior to provided however, that such remedy or during any arbitration if necessary to protect relief is consistent with the interests of such Party or to preserve the status quo pending the arbitration proceeding remedies and limitations set forth in this Agreement. The Parties agree that the arbitration shall be kept confidential and that all arbitral proceedings conducted pursuant to this Section, including the existence of any arbitral proceedings, information disclosed in the proceeding course of such arbitral proceedings, and any element of its (including any pleadings settlements, briefs or other documents submitted or exchanged negotiations, any testimony or other oral submissions discussions, proposals, and any awards) awards related thereto shall not be disclosed beyond the arbitrator considered Confidential Information. The Parties may, the Parties however, their counsel and any Person disclose such information to an appropriate court, as is necessary to seek enforcement of any award rendered by the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise arbitral tribunal.

Appears in 2 contracts

Samples: Marketing and Distribution Agreement (Galectin Therapeutics Inc), Marketing and Distribution Agreement (Galectin Therapeutics Inc)

Arbitration. Final If the Senior Managements are not able to resolve such dispute referred to them under Section 11.2 within such [***] day period, then such dispute shall be resolved by final and binding arbitration as follows: The Parties shall select a mutually agreeable arbitrator who has significant relevant experience in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes subject matter of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other disputed issue and no affiliation or pre-existing relationship with either Party . Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk . If the Parties cannot agree on such an arbitrator within fifteen [***] days after the end of the [***] day period referred in Section 11.2 ( 15) days of request or with respect to a Disputed Matter described in Section 11.4, after referral by a Party for of such Disputed Matter to arbitration ), then such either Party may request the Judicial and Mediation Services (“JAMS”) in San Francisco, CA to appoint an arbitrator shall be appointed by AAA, which arbitrator must meet on behalf of the foregoing criteria. The Parties in accordance with the commercial arbitration shall be held in New York, New York rules of JAMS, and the proceedings proceeding shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings accordance with JAMS rules. The arbitrator shall be instructed that time may decide any issue as to whether, or as to the extent to which, any dispute is of the essence in subject to the arbitration proceeding and other dispute resolution provisions in this Supply Agreement. The arbitrator shall, within forty-five (45) calendar days after must base the conclusion award on the provisions of this Supply Agreement and must render the award in a writing which must include an explanation of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if reasons for such damages are statutorily imposed award. Judgment on upon the award rendered by the arbitrator may be enforced in entered by any court having competent jurisdiction thereof . The arbitrator’s fees and expenses shall be shared equally by the Parties, or application may be made to unless the court for a judicial recognition arbitrator in the award assesses such fees and expenses against one of the award Parties or an order of enforcement as allocates such fees and expenses other than equally between the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator Parties. Each Party shall bear and pay its own expenses incurred in connection with any dispute resolution under this Section 11.3. Notwithstanding anything contained in this Section 10.7.3 to the contrary foregoing, either Party shall have the right, without waiving any right or remedy available to such Party under this Supply Agreement or otherwise, to seek equitable relief or and obtain from any court of competent jurisdiction any interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction that is necessary or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary desirable to protect the interests rights or property of such Party or to preserve the status quo Party, pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence selection of the proceeding and any element of its (including any pleadings, briefs arbitrator hereunder or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond pending the arbitrator , the Parties, their counsel and any Person necessary to the conduct ’s decision of the proceeding, except as may lawfully be required in judicial proceedings relating dispute subject to the arbitration or otherwise arbitration.

Appears in 2 contracts

Samples: Supply Agreement (Vaxcyte, Inc.), Supply Agreement (SutroVax, Inc.)

Arbitration. Final and If the parties are unable to resolve a controversy pursuant to Section 11.19(a) within fifteen (15) days after commencement thereof, the dispute shall be settled binding arbitration in accordance with this Section 10.7 shall be in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association ( "AAA ”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York "), and the proceedings shall be conducted in procedures set forth below. In the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation event of any damages awarded. The arbitrator inconsistency between the Rules of AAA and the procedures set forth below, the procedures set forth below shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed control. Judgment on upon the award rendered by the arbitrator arbitrators may be enforced in any court having competent jurisdiction thereof . (d) Location. The location of the arbitration shall be in Chicago, or application may Illinois. (e) Selection of Arbitrators. The arbitration shall be made conducted by a panel of three neutral arbitrators who are independent and disinterested with respect to the court for a judicial recognition parties, this Agreement, and the outcome of the award or an order arbitration. Each party shall appoint one neutral arbitrator, and these two arbitrators so selected by the parties shall then select the third arbitrator. If one party has given written notice to the other party as to the identity of enforcement as the case may be arbitrator appointed by the party, subject only to revocation on grounds of fraud or clear bias and the party thereafter makes a written demand on the part other party to appoint its designated arbitrator within the next ten days, and the other party fails to appoint its designated arbitrator within ten days after receiving said written demand, then the arbitrator who has already been designated shall appoint the other two arbitrators. (e) Discovery. Unless the parties mutually agree in writing to some additional and specific pre-hearing discovery, the only pre-hearing discovery shall be (a) reasonably limited production of relevant documents, and (b) the identification of witnesses to be called at the hearing, which identification shall give the witness's name, general qualifications and position, and a brief statement as to the general scope of the arbitrator testimony to be given by the witness. The arbitrators shall decide any disputes and shall control the process concerning these pre-hearing discovery matters. Pursuant to the Rules of AAA, the parties may subpoena witnesses and documents for presentation at the hearing. Notwithstanding anything to the contrary contained in this Section 10.7.3 the foregoing, in no event shall discovery extend past thirty (30) days. [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. EXHIBIT 10.22 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED MATERIALS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (f) Case Management. Prompt resolution of any dispute is important to both parties; and the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties parties agree that the arbitration of any dispute shall be kept confidential conducted expeditiously. The arbitrators are instructed and that directed to assume case management initiative and control over the existence of the proceeding and any element of its arbitration process (including any pleadings scheduling of events, briefs or other documents submitted or exchanged pre-hearing discovery and activities, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding hearing), except in order to complete the arbitration as expeditiously as is reasonably practical for obtaining a just resolution of the dispute, provided that in no event may lawfully be required in judicial proceedings relating the entire arbitration process extend past sixty (60) days. (g) Remedies. The arbitrators may grant any legal or equitable remedy or relief that the arbitrators deem just and equitable, to the arbitration same extent that remedies or otherwise relief could be granted by a state or federal court, provided however, that no punitive damages may be awarded. No action may be maintained seeking punitive damages. The decision of any two of the three arbitrators appointed shall be binding upon the parties. (h) Expenses. The expenses of the arbitration, including the arbitrators' fees, expert witness fees, and attorney's fees, may be awarded to the prevailing party, in the discretion of the arbitrators, or may be apportioned between the parties in any manner deemed appropriate by the arbitrators. Unless and until the arbitrators decide that one party is to pay for all (or a share) of such expenses, both parties shall share equally in the payment of the arbitrators' fees as and when billed by the arbitrators.

Appears in 2 contracts

Samples: HeartWare LTD, HeartWare LTD

Arbitration. Final and If the parties do not agree on a written resolution of a Dispute pursuant to the procedures set forth in this section, Section 13, by the end of the First Meeting, then, except as otherwise provided in this Agreement, any Dispute shall be submitted to binding arbitration in accordance with this Section 10.7 Los Angeles County, California by a single arbitrator mutually chosen by the parties in writing, who shall be in accordance a retired judge or litigator with ten (10) years or more of experience with claims similar to the Dispute (provided, that lack of experience with claims involving the cannabis industry shall not be a cause for disqualification). If the parties cannot agree on an arbitrator, JAMS shall provide a list of six (6) candidates, and each party shall take turns striking candidates (beginning with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes party who received the notice of the American Arbitration Association (“AAA” arbitration) by until there is a single arbitrator. Either Party may, following the end The costs of the good faith negotiation period referenced in Section 10.7.2 arbitration, refer including any Dispute (other than an Excluded Dispute) to arbitration JAMS administration fee, the arbitrator’s fee, and costs for the use of facilities during the hearings, shall be borne equally by submitting written notice the parties to the other Party. Within fifteen (15) Business Days arbitration; provided that all costs and expenses of delivery of such notice the dispute, the Parties shall meet including arbitrator fees and discuss in good faith reasonable attorneys’ fees and agree on (a) an arbitrator to resolve the issue costs incurred, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in awarded to the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions prevailing or most prevailing party as determined by the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings arbitrator. The arbitrator shall be instructed that time is not have any power to alter, amend, modify or change any of the essence terms of this Agreement nor to grant any remedy which is either prohibited by the terms of this Agreement, or not available in the arbitration proceeding a court of law. The arbitrator shall, within forty-five shall render a written opinion not later than thirty ( 45 30) calendar days after the conclusion of the arbitration hearing proceedings setting forth a determination of award, issue a written award if any, and statement the basis for awarding (or not awarding) the relief sought by the parties, including findings of decision describing the essential findings fact and conclusions on which of law. If JAMS refuses to arbitrate a Dispute, the award is based, including the calculation of any damages awarded. The parties shall cooperate in good faith to find an alternative arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages reasonably acceptable to the extent expressly excluded under this Agreement, parties in writing. An arbitrator exceeds his or (ii) reform, modify her powers by voiding or materially change this Agreement refusing to enforce any contracts or any other CONFIDENTIAL arbitration agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment between Parties based solely on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition cannabis related nature of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise contract.

Appears in 2 contracts

Samples: Memorandum of Understanding (Sugarmade, Inc.), Memorandum of Understanding (Sugarmade, Inc.)

Arbitration. Final and binding arbitration If the parties do not agree upon the exploitation of Licensed Technology for Therapeutic Applications in accordance with this Section 10.7 5.5 above, then such matters in issue shall be determined by binding arbitration conducted pursuant to this Section 5.5.2 by one (1) arbitrator. In such arbitration, the arbitrator shall be an independent expert in accordance with worldwide business development in the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes biotechnology industry mutually acceptable to the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be an independent expert as described in the preceding sentence selected by the chief executive of the San Francisco office of the American Arbitration Association (“AAA”) by Association. With respect to such arbitration, each party to the arbitration shall prepare a single arbitrator. Either Party may, following written report setting forth its position with respect to the end substance of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature exploitation of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party particular Licensed Technology for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings Therapeutic Applications. The arbitrator shall be instructed that time is select one of the essence in requested positions as his decision, and shall not have authority to render any substantive decision other than to so select the arbitration proceeding position of either STANFORD or TWT. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests costs of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential shared equally by the parties, and that the existence of the proceeding and each party shall bear its own expenses in connection with such arbitration. Any such arbitration shall be completed within thirty (30) days following a request by any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise party for such arbitration.

Appears in 2 contracts

Samples: Third Wave Technologies Inc /Wi, Third Wave Technologies Inc /Wi

Arbitration. Final In the event of any dispute or controversy arising under or in connection with this Agreement, the parties first shall attempt to settle the issue by negotiation or other informal means including, if amenable to both parties, mediation. Should such efforts fail, the controversy shall be settled by binding arbitration, and either party, within one year of the occurrence of the event giving rise to the claim or controversy or within the period of the applicable statute of limitations, if shorter, may submit such claim or controversy to binding arbitration in accordance with this Section 10.7 shall be San Francisco, California, before one arbitrator in accordance with the Commercial Arbitration Employment Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by then in effect. Failure to serve notice of arbitration upon the other within such time shall be deemed a single arbitrator. Either Party may, following the end waiver of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) right to arbitration by submitting written notice to the other Party remedy such claim or controversy. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator Costs shall be neutral and independent of both Parties and all of their respective Affiliates shared, shall have significant experience and expertise in licensing and partnering agreements in but the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages reasonable attorneys’ fees and costs to the extent expressly excluded under this Agreement prevailing party. The parties shall request that all testimony in front of such arbitrator be transcribed, or (ii) reform, modify or materially change this Agreement or and that any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that award be accompanied by findings of fact and a statement of the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed reasons for the decision. Judgment may be entered on the arbitrator’s award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof jurisdiction. Punitive damages and specific performance shall not be awarded. The provisions of this Section 9(f) constitutes a complete defense to, or application and may be made asserted or pleaded successfully as such, in any motion to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including jurisdiction for a temporary restraining order, preliminary injunction stay of any action or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary commenced contrary to the conduct intent of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise this provision.

Appears in 2 contracts

Samples: Employment Agreement (Etelos, Inc.), Employment Agreement (Etelos, Inc.)

Arbitration. Final and binding arbitration In the event the parties are unable to settle a dispute between them regarding this Agreement in accordance with this Section 10.7 subsection (a) above, such dispute shall be referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre in accordance with the Commercial Hong Kong International Arbitration Centre Administered Arbitration Rules and Supplementary Procedures for Large Complex Disputes of (the American Arbitration Association ( AAA HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules, which rules are deemed to be incorporated by a single arbitrator. Either Party may reference into this subsection (b), following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice subject to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to following: (i) award non-economic or punitive damages the arbitration tribunal shall consist of three arbitrators to be appointed according to the extent expressly excluded under this Agreement, or HKIAC Rules; and (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) language of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that English. Notwithstanding anything in this Agreement or in the existence of HKIAC Rules or otherwise, the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) arbitration tribunal shall not have the power to award injunctive relief or any other equitable remedy of any kind against any Investor unless such award both (x) is expressly appealable to and subject to de novo review by the courts of Hong Kong, and (y) would not, if upheld, have the effect of impairing, restricting, or imposing any conditions on the right or ability of such Investor or its Affiliates to conduct its respective business operations or to make or dispose of any other investments. The prevailing party shall be disclosed beyond the arbitrator entitled to reasonable attorney’s fees, the Parties, their counsel costs and necessary disbursements in addition to any Person necessary other relief to the conduct of the proceeding, except as which such party may lawfully be required in judicial proceedings relating to the arbitration or otherwise entitled.

Appears in 2 contracts

Samples: Amended and Restated Shareholders Agreement (ForU Worldwide Inc.), Amended and Restated Shareholders Agreement (ForU Worldwide Inc.)

Arbitration. Final and binding arbitration In the event the parties are unable to settle a dispute between them regarding this Agreement in accordance with this Section 10.7 subsection (a) above, such dispute shall be he referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Commercial UNCITRAL Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“ AAA UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by a single arbitrator. Either Party may reference into this subsection (b), following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice subject to the other Party. Within fifteen (15) Business Days following: The arbitration tribunal shall consist of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an one arbitrator to resolve be appointed according to the issue, which arbitrator UNCITRAL Rules by HKIAC. The appointing authority shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria HKIAC. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure language of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof, or application may be made to the court for a judicial recognition of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that English. Notwithstanding anything in this Agreement or in the existence of UNCITRAL Rules or otherwise, the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) arbitration tribunal shall not have the power to award injunctive relief or any other equitable remedy of any kind against any party unless such award both (i) is expressly appealable to and subject to de novo review by the courts of Hong Kong, and (ii) would not, if upheld, have the effect of impairing, restricting, or imposing any conditions on the right or ability of such party or its Affiliates to conduct its respective business operations or to make or dispose of any other investments. The prevailing party shall be disclosed beyond the arbitrator entitled to reasonable attorney’s fees, the Parties, their counsel costs and necessary disbursements in addition to any Person necessary other relief to the conduct of the proceeding, except as which such party may lawfully be required in judicial proceedings relating to the arbitration or otherwise entitled.

Appears in 2 contracts

Samples: Rights Agreement (iSoftStone Holdings LTD), Right of First Refusal (iSoftStone Holdings LTD)

Arbitration. Final Matters subject to arbitration hereunder shall be exclusively, solely and finally settled by binding arbitration in accordance with this Section 10.7 shall be in accordance with Wilmington, Delaware under the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes then current commercial arbitration rules of the American Arbitration Association ( the “AAA”) then in effect by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice arbitrator mutually agreeable to the other Party Parties. Within fifteen (15) Business Days of delivery of such notice, In the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure event that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation submission of any damages awarded dispute to arbitration, the Parties cannot mutually agree on a single arbitrator, Maxygen and Bayer shall each select one (1) arbitrator and the AAA shall select a third arbitrator from the AAA national roster of commercial arbitrators. The arbitrator arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be authorized available in any judicial proceeding instituted to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed resolve a dispute. Judgment on the award rendered by the arbitrator arbitrators may be enforced entered in any court having competent jurisdiction thereof , or application may be made . The arbitrator(s) shall award to the court prevailing party, if any, as determined by the arbitrator(s), all of its costs and fees, including AAA administrative fees, arbitrator fees, attorney’s fees, expert fees, witness fees, travel expenses and out-of-pocket expenses (including such expenses as copying, telephone, facsimile, postage and courier fees). The arbitrator(s) shall determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for a judicial recognition discovery and consistent and appropriate with the size and nature of the award or an order of enforcement dispute; provided the arbitrator(s) shall permit such discovery as the case may be, subject only arbitrator(s) deem necessary to revocation on grounds of fraud or clear bias on the part permit an equitable resolution of the arbitrator dispute. Notwithstanding anything contained The arbitrator(s) shall not order or require discovery against any Party of a type or scope that is not permitted against any other Party. The arbitrator(s) shall establish such other procedures, and conduct the arbitration in this Section 10.7.3 a manner, consistent and appropriate with the size and nature of the dispute. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or a true copy thereof. The Parties may apply to the contrary, either Party shall have the right to seek equitable relief or interim or provisional relief from a any court of competent jurisdiction, including jurisdiction for a temporary restraining order, preliminary injunction or other interim equitable or conservatory relief, concerning a dispute either prior to or during as necessary, without breach of this arbitration provision and without any arbitration if necessary to protect abridgement of the interests powers of such Party or to preserve the status quo pending the arbitration proceeding arbitrator(s). The Parties agree that to treat the proceedings of any arbitration shall be kept conducted pursuant to this Section 12.2 as confidential and that the existence of the proceeding and not to disclose to any element of its (including Third Party to such arbitration any pleadings, briefs information concerning or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary produced in connection with such arbitration except to the conduct of the proceeding, except as may lawfully be extent required in judicial proceedings relating to the arbitration or otherwise by law.

Appears in 2 contracts

Samples: Technology Transfer Agreement (Maxygen Inc), Technology Transfer Agreement (Maxygen Inc)

Arbitration. Final and binding arbitration Notwithstanding anything in accordance with this Section 10.7 shall be in accordance with Agreement to the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes contrary, any Party receiving notice of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party default or termination under this Agreement may, following within 10 days after receiving the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, initiate arbitration proceedings to determine the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent existence of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these such default or termination right. Such arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in accordance with and subject to the English language rules and practices of The American Arbitration Association under its Commercial Arbitration Rules from time to time in force. There shall be three arbitrators, selected in accordance with the rules of The American Arbitration Association under its Commercial Arbitration Rules. A decision agreed on by two of the arbitrators shall be the decision of the arbitration panel. Such arbitration panel conducting any arbitration hereunder shall be bound by, and shall not have the power to modify, the provisions of this Agreement. The arbitrators may proceed shall allow such discovery as is appropriate to an award the purposes of arbitration in accomplishing fair, notwithstanding the failure speedy, cost-effective and confidential resolution of either Party to participate in the proceedings disputes. The arbitrator arbitrators shall be instructed that time is reference the rules of evidence of the essence Federal Rules of Civil Procedure then in effect in setting the arbitration proceeding scope and direction of such discovery. The arbitrator shall arbitrators shall not be required to make findings of fact or render opinions of law, within forty-five (45) calendar days after the conclusion of the arbitration hearing, but shall issue a written award opinion that explains the basis for their decision. During the pendency of such arbitration proceedings, the notice and statement cure periods set forth in this Section 25 shall be tolled and the Party alleging the default may not terminate this Agreement on account of decision describing the essential findings and conclusions on which the award is based, including the calculation such alleged event of any damages awarded default. The arbitrator shall be authorized arbitrators will have no authority to award compensatory damages, but shall not be authorized to (i damages in excess of or in contravention of Section 33(j) or otherwise make any award non-economic or punitive damages to the extent expressly excluded under that is inconsistent with this Agreement , . Nothing in this Section 25(i) is intended to be or (ii) reform, modify or materially change to be construed as a waiver of a Party’s right to any remedy set forth elsewhere in this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will may not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof by means of arbitration, or application may be made to including, without limitation, the court for a judicial recognition rights of set off, injunctive relief and specific performance. Each Party will bear its own expenses of arbitration and an equal share of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part expenses of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to arbitrators and the contrary fees, either Party shall have if any, of The American Arbitration Association, unless the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or arbitrators rule otherwise.

Appears in 2 contracts

Samples: Sale Site Master Lease (American Tower Corp /Ma/), Sale Site Master Lease (American Tower Corp /Ma/)

Arbitration. Final and binding arbitration Notwithstanding anything in accordance with this Section 10.7 shall be in accordance with Agreement to the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes contrary, any Party receiving notice of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party default or termination under this Agreement may, following within 10 days after receiving the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, initiate arbitration proceedings to determine the Parties existence of any such default or termination right. These arbitration proceedings shall meet include and discuss in good faith and agree on (a) an arbitrator to resolve be consolidated with any proceedings initiated after notices delivered at or about the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in same time under the pharmaceutical industry and other relevant experience and (b) any changes in these MPL. Such arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in accordance with and subject to the English language rules and practices of The American Arbitration Association under its Commercial Arbitration Rules from time to time in force. There shall be three arbitrators, selected in accordance with the rules of The American Arbitration Association under its Commercial Arbitration Rules. A decision agreed on by two of the arbitrators shall be the decision of the arbitration panel. Such arbitration panel conducting any arbitration hereunder shall be bound by, and shall not have the power to modify, the provisions of this Agreement. The arbitrators may proceed shall allow such discovery as is appropriate to an award the purposes of arbitration in accomplishing fair, notwithstanding the failure speedy, cost-effective and confidential resolution of either Party to participate in the proceedings disputes. The arbitrator arbitrators shall be instructed that time is reference the rules of evidence of the essence Federal Rules of Civil Procedure then in effect in setting the arbitration proceeding scope and direction of such discovery. The arbitrator shall arbitrators shall not be required to make findings of fact or render opinions of law, within forty-five (45) calendar days after the conclusion of the arbitration hearing, but shall issue a written award opinion that explains the basis for their decision. During the pendency of such arbitration proceedings, the notice and statement cure periods set forth in this Section 25 shall be tolled and the Party alleging the default may not terminate this Agreement on account of decision describing the essential findings and conclusions on which the award is based, including the calculation such alleged event of any damages awarded default. The arbitrator shall be authorized arbitrators will have no authority to award compensatory damages, but shall not be authorized to (i damages in excess of or in contravention of Section 33(j) or otherwise make any award non-economic or punitive damages to the extent expressly excluded under that is inconsistent with this Agreement , . Nothing in this Section 25(i) is intended to be or (ii) reform, modify or materially change to be construed as a waiver of a Party’s right to any remedy set forth elsewhere in this Agreement or any other CONFIDENTIAL agreements contemplated hereunder; provided, however, that the damage limitations described in part (i) of this sentence will may not apply if such damages are statutorily imposed. Judgment on the award rendered by the arbitrator may be enforced in any court having competent jurisdiction thereof by means of arbitration, or application may be made to including, without limitation, the court for a judicial recognition rights of set off, injunctive relief and specific performance. Each Party will bear its own expenses of arbitration and an equal share of the award or an order of enforcement as the case may be, subject only to revocation on grounds of fraud or clear bias on the part expenses of the arbitrator. Notwithstanding anything contained in this Section 10.7.3 to arbitrators and the contrary fees, either Party shall have if any, of The American Arbitration Association, unless the right to seek equitable relief or interim or provisional relief from a court of competent jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to preserve the status quo pending the arbitration proceeding. The Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of its (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator, the Parties, their counsel and any Person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or arbitrators rule otherwise.

Appears in 2 contracts

Samples: Master Lease Agreement (American Tower Corp /Ma/), Master Lease Agreement (American Tower Corp /Ma/)