Common use of Arbitration Clause in Contracts

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted.

Appears in 10 contracts

Samples: Leasehold Resource Group LLC, Leasehold Resource Group LLC, SHG Holding Solutions Inc

Arbitration. Any dispute, controversy or claim between the Company and the Consultant arising out of or related to this Agreement shall be conducted solely in a proceeding held in accordance with the rules of the American Arbitration Association then in effect. This Agreement, or breach thereof, shall be settled by arbitration, and any award shall be binding and conclusive for all purposes thereof, may include injunctive relief (but only as ordered by a Court of competent jurisdiction), as well as orders for specific performance and may be entered as a final judgment in any court of competent jurisdiction. No arbitration arising out of or relating to this Agreement Agreement shall include, its enforcement by consolidation or interpretation joinder or in any other manner, parties other than the Company and the Consultant and other persons substantially involved in common question of fact or law whose presence is required if complete relief is to be afforded in arbitration. The cost and expenses of such arbitration shall be borne in accordance with the determination of the arbitrator and may include reasonable attorney's fees, provided, however, that if either party shall commence any action or proceeding against the other in order to enforce the provisions hereof, or because to recover damages resulting from the alleged breach of an alleged breach any of the provisions hereof, default, or misrepresentation the prevailing party therein shall be entitled to recover all reasonable costs incurred in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company therewith, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with fees. Each party hereby further agrees that service of process may be made upon it by registered or certified mail, express delivery or personal service at the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted address provided for herein.

Appears in 9 contracts

Samples: Consulting Agreement (Alloy Steel International Inc), Consulting Agreement (Alloy Steel International Inc), Amended and Restated Consulting Agreement (Alloy Steel International Inc)

Arbitration. Any controversy controversy, claim or dispute arising out of or in ----------- any way relating to this Agreement, its enforcement or interpretation the alleged breach thereof, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the and/or Executive's employment by with the Company Company or termination therefrom, including, but not limited to including without limitation, any state and all claims for employment discrimination or federal statutory claims harassment, shall be submitted determined by binding arbitration administered by the American Arbitration Association under its National Rules for Resolution of Employment Disputes ("Rules") which are in effect at the time of the arbitration or the demand therefor. The Rules are hereby incorporated by reference. California Code of Civil Procedure (S)1283.05, which provides for certain discovery rights, shall apply to any such arbitration, and said code section is also hereby incorporated by reference. In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement. The arbitration shall be commenced and heard in Los Angeles County, California . The arbitrator(s) shall apply the substantive law (and the law of remedies, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California if applicable) of California or federal law, or its successor ("JAMS") both, or if JAMS is no longer able as applicable to supply the Arbitrator, such Arbitrator shall claim(s) asserted. Judgment on the award may be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement entered in any court of competent jurisdiction while jurisdiction, even if a party who received notice under the Rules fails to appear at the arbitration proceedings are pending hearing(s). The parties may seek, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue from a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction . The parties acknowledge , provisional remedies or injunctive relief in support of their respective rights and agree that they are hereby remedies hereunder without waiving any rights right to trial by jury in any action arbitration. However, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs merits of any arbitration hereunder action that involves such provisional remedies or injunctive relief, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce including, without limitation, the terms of this Amended Agreement any permanent injunction, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred determined by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted arbitration under this paragraph.

Appears in 8 contracts

Samples: Four Media Co, Four Media Co, Four Media Co

Arbitration. Any Except as provided in Sections 6.6 and 17, Executive and the Company agree that any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County [Miami, California Florida], before a sole neutral arbitrator (the " Arbitrator "), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be ”) selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee . The Executive and the Company further agree , but that in any proceeding to enforce the terms of this Amended Agreement, the prevailing each party shall be entitled to bear its or her reasonable attorneys' own attorney’s fees and costs ( other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted expenses.

Appears in 7 contracts

Samples: Employment Agreement (Spectrum Global Solutions, Inc.), Employment Agreement (Ponder Roger Marcus), Employment Agreement (Hayter Keith William)

Arbitration. Any Except as to matters of injunctive or equitable relief (over which the parties agree that the federal and state courts located in Minneapolis, Minnesota will have exclusive jurisdiction and are deemed to be of proper venue and convenience to the parties), any unresolved dispute or controversy arising out of under or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any this Agreement will be settled exclusively by arbitration, conducted before a panel of its provisions three (3) arbitrators in Minneapolis, or any other controversy arising out Minnesota, in accordance with the rules of the Executive's employment American Arbitration Association then in effect. The arbitrators will not have the authority to add to, detract from or modify any provision hereof nor to award punitive damages to any injured party. A decision by a majority of the Company arbitration panel will be final and binding. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The direct expense of any arbitration proceedings, including, but not limited to, any state or federal statutory claims the administrative fees and the arbitrators’ fees and expenses, shall will be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined borne by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted Company.

Appears in 7 contracts

Samples: Employment Agreement (Uroplasty Inc), Employment Agreement (Datalink Corp), Employment Agreement (Datalink Corp)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s employment with the Company or the termination of Executive 's ’s employment by with the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County New York, California New York, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association , and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute ,; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. The Company shall bear all administrative costs of any arbitration initiated under this Section 15, including any filing fees and arbitrator fees. At the conclusion of the arbitration, the Arbitrator arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator arbitrator hereunder shall be final and binding on the parties Parties hereto and may be enforced by any court of competent jurisdiction. The parties Parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties Parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Agreement. The parties agree arbitrator shall award reasonable attorney’s fees (including reasonable disbursements) to the party that the Company Shall arbitrator has determined to be responsible for payment the prevailing party in such arbitration. Except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all claims, defenses and proceedings (including, without limiting the generality of the forum costs foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the Parties and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any third party or person not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any court proceedings relating to the arbitration hereunder, including including, without limiting the Arbitrator's fee. The Executive and generality of the Company further agree that in any proceeding foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce the terms of this Amended Agreement an arbitration award, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated filed under seal with the arbitration) incurred court, to the extent permitted by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted law.

Appears in 6 contracts

Samples: Employment Agreement (57th Street General Acquisition Corp), Employment Agreement (57th Street General Acquisition Corp), Employment Agreement (57th Street General Acquisition Corp)

Arbitration. Any controversy or claim arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection my employment with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief Panera (including, but not limited to, temporary restraining orders applicable state and/or federal law), this Agreement, or the breach hereof (“claims”), except for claims which may be enforced pursuant to Section 10, shall be settled exclusively by arbitration before a single arbitrator which shall be held in the City of Boston, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The provisions hereof shall be a complete bar and preliminary injunctions) may defense to any suit, but need not action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any matter which is arbitrable as herein set forth. The provision of this section with respect to arbitration shall survive the termination or expiration of this Agreement. Nothing herein contained shall be sought deemed to give any arbitrator any authority, power, or right to alter, change, amend, modify, add to, or subtract from any provisions of this Agreement the arbitrator shall have no authority to award punitive damages or attorney’s fees to any party. The decision of the arbitrator shall be final and conclusive. Judgment on an award rendered by either party to this Amended Agreement the arbitrator may be entered in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction . The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted .

Appears in 6 contracts

Samples: Non Competition Agreement (Panera Bread Co), Non Competition Agreement (Panera Bread Co), Non Competition Agreement (Panera Bread Co)

Arbitration. Any controversy arising out of dispute, claim or relating to this Agreement controversy, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, including but not limited to, errors and omissions arising out of, or relating to, this Agreement or any state alleged breach, termination, enforcement, interpretation or federal statutory claims validity of this Agreement (including the determination of the scope or applicability of this Agreement to arbitrate), which is not resolved pursuant to Clause (a) above, shall be submitted to settled by arbitration in Los Angeles County New York, California New York, before a sole neutral arbitrator panel consisting of one individual, with knowledge of securities and investment matters. Such arbitration will be administered by JAMS, The Resolution Experts ( the "Arbitrator"), mutually selected “JAMS”) pursuant to its Comprehensive Arbitration Rules and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq Procedures. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion The award of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder arbitration panel shall be final and binding on binding, and judgment upon the parties hereto and award granted may be enforced by entered in any court of competent jurisdiction. Damages that are inconsistent with any applicable agreement between the parties, that are punitive in nature, or that are not measured by the prevailing party’s actual damages, shall be unavailable in arbitration or any other forum. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury arbitrator will, in any action the award, proceeding or counterclaim brought by either allocate all of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment costs of the forum costs of any arbitration hereunder arbitration, including the Arbitrator's fee. The Executive fees of the arbitrator and the Company further agree that in any proceeding to enforce the terms reasonable attorneys’ fees of this Amended Agreement, the prevailing party, against the party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted who did not prevail.

Appears in 6 contracts

Samples: Subadvisory Agreement (Pax World Funds Series Trust I), Subadvisory Agreement (Pax World Funds Series Trust I), Amended and Restated Subadvisory Agreement (Pax World Funds Series Trust I)

Arbitration. Any controversy dispute, claim, question, or disagreement involving the interpretation or enforcement of any provision of this Agreement or breach hereof or otherwise arising out under or in connection with this Agreement shall be submitted to binding arbitration in Orange County, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (expedited procedures) then in effect. There shall be three (3) arbitrators, all of whom shall be neutral, and at least one (1) of whom shall be an attorney licensed to practice law in the State of California for at lease ten (10) years. The arbitrators shall have the authority to exclude evidence found to be irrelevant, redundant, or relating prejudicial beyond its probative value, and are instructed to exercise that authority consistently with reasonably expediting the proceeding. The arbitrators may order specific performance, preliminary and final injunctive relief, and other equitable relief. The arbitrators may make awards to the substantially prevailing party in their discretion and all fees, costs, and expenses of enforcing any right of such substantially prevailing party under or with respect to this Agreement, its enforcement including, without limitation, the reasonable fees and expenses of attorneys and accountants. The award or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out order of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and arbitrators may be entered and enforced by in any court of competent jurisdiction. The parties acknowledge arbitration hearing shall begin no more than 90 days after the arbitrators are selected and agree that they shall be closed no more than 60 days thereafter, unless such time periods are hereby waiving any rights to trial extended or waived by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder parties. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party arbitrators’ award shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with issued within 30 days after the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted hearing is closed.

Appears in 6 contracts

Samples: Series B Preferred Stock Purchase Agreement (Energy & Power Solutions, Inc.), Series B Preferred Stock Purchase Agreement (Energy & Power Solutions, Inc.), Amended and Restated Voting Agreement (Energy & Power Solutions, Inc.)

Arbitration. Any controversy To the extent not resolved through mediation as provided in Section 13.6, all claims, disputes and other matters in question arising out of or relating to this Agreement, its any termination of the Executive’s employment, the enforcement or interpretation interpretation of this Agreement, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions the provisions of this Agreement, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, including (without limitation) any state or federal statutory claims, shall be submitted to resolved by binding arbitration in Los Angeles Santa Clara County, California, before a sole neutral arbitrator (the " Arbitrator "), ”) mutually selected and agreeable to both by the parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor Services ( " JAMS "), or if ”) in accordance with the rules and procedures of JAMS then in effect. If JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be mutually selected from the American Arbitration Association Association (“AAA”). The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforced in accordance with, and shall be conducted in accordance consistently with the provisions of Title 9 of Part 3 of the California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution remedy of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction . The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted .

Appears in 6 contracts

Samples: Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp)

Arbitration. Any controversy arising out of or relating to Executive’s employment, this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator who is either ( a) a member of the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, National Academy of Arbitrators located in the State of California or its successor ( "JAMS"), b) a retired California Superior Court or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association Appellate Court judge, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Code Sections 1280 et seq. as the exclusive forum for the resolution remedy of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable , including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based . Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted Executive’s employment.

Appears in 5 contracts

Samples: Employment Agreement (Molina Healthcare Inc), Employment Agreement (Molina Healthcare Inc), Employment Agreement (Molina Healthcare Inc)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of or relating in any way to Employee’s employment or association with any LBI Entity or termination of the Executive's employment by same, including, without limiting the Company generality of the foregoing, any alleged violation of statute, common law or public policy, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security . The Arbitrator shall be required in connection therewith selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the provision of services rendered hereunder under this Agreement. The parties agree that Company will pay the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' arbitrator’s fees and costs ( arbitration expenses and any other than forum costs associated with the arbitration) incurred by it arbitration or him arbitration hearing that are unique to arbitration (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted court).

Appears in 5 contracts

Samples: Employment Agreement (Lbi Media Holdings Inc), Employment Agreement (Liberman Television Inc), Employment Agreement (Lbi Media Holdings Inc)

Arbitration. Any controversy arising out of of, connected to, or relating to any transactions herein contemplated, or this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company breach thereof, including, but not limited to to any claims of violations of Federal and/or state securities acts, banking statues, consumer protection statutes, federal and/or state anti-racketeering (e.g. RICO) claims as well as any common law claims and any state or federal statutory claims law claims of fraud, negligence, negligent misrepresentations, and/or conversion and any disputes as to the arbitrability of any such claim shall be submitted to settled by arbitration in Los Angeles County City and County of Denver, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected State of Colorado and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions commercial rules of California Code of Civil Procedure Sections 1280 et seq the American Arbitration Association by three (3) arbitrators appointed in accordance with such rules. as Any judgment on the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, arbitrator's award may be sought by either party to this Amended Agreement entered in any court of competent having jurisdiction while arbitration proceedings are pending thereof. The arbitrators shall hear and determine the matter and shall execute and acknowledge its award, in writing, and any provisional injunctive relief granted if requested by such court either party, shall remain effective until the matter is finally make findings of fact and conclusions of law. Any award determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder arbitrators shall be final and binding on the parties hereto and Parties, however, in the event of any misconduct, partiality, corruption or the like of any arbitrator, the Parties shall retain any rights of appeal to which they may be enforced by any court of competent jurisdiction entitled pursuant to applicable Law. The parties acknowledge cost and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either expense of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder arbitration, including the Arbitrator's fee. The Executive fees of the arbitrator, and the Company further agree that in any proceeding to enforce reasonable legal and accounting fees and expenses of the terms of this Amended Agreement Parties, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with divided between the arbitration) incurred by it or him Parties in connection with resolution of such proportion as the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted arbitrators may determine.

Appears in 5 contracts

Samples: Navidec Financial Services, Inc., Navidec Inc, Navidec Financial Services, Inc.

Arbitration. Any controversy arising out between Executive and the Company involving the construction or application of any of the terms, provisions or relating to conditions of this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to without limitation, any state the determination of whether "Cause" or federal statutory claims "Good Reason" exists under Section 5(c) or Section 5(d) hereof and claims involving specific performance, shall on the written request of either party served on the other in accordance with Section 12 below be submitted to arbitration in Los Angeles County binding arbitration. EACH PARTY, California BY SIGNING THIS AGREEMENT, before a sole neutral arbitrator (the "Arbitrator") VOLUNTARILY, mutually selected KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHTS SUCH PARTY MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO A JURY TRIAL. Arbitration shall comply with and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted governed in accordance with the provisions Commercial Arbitration Rules of California Code of Civil Procedure Sections 1280 et seq the American Arbitration Association (the "AAA"). as The arbitration will be conducted only in Denver, Colorado, before a single arbitrator selected by the exclusive forum for parties or, if they are unable to agree on an arbitrator, before an arbitrator selected by the resolution of such dispute; provided, however, that provisional injunctive AAA. The arbitrator shall have full authority to order specific performance and award damages and other relief (including available under this Agreement or applicable law, but not limited shall have no authority to add to, temporary restraining orders detract from, change or amend the terms of this Agreement or existing law. All arbitration proceedings, including settlements and preliminary injunctions) may awards, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith confidential. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion The decision of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall arbitrator will be final and binding binding, and judgment on the parties hereto and award by the arbitrator may be enforced by entered in any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder THIS SUBMISSION AND AGREEMENT TO ARBITRATE WILL BE SPECIFICALLY ENFORCEABLE. The parties agree that arbitrator will have no power to award punitive or exemplary damages, to ignore or vary the Company Shall be responsible for payment terms of the forum costs of this Agreement and any arbitration hereunder, including the Arbitrator's fee. The other agreement between Executive and the Company further agree that and will be bound to apply controlling law. The prevailing party in any proceeding to enforce the terms of this Amended Agreement, the prevailing party such arbitration shall be entitled to its or her receive the costs of arbitration, including reasonable attorneys' fees and costs (other than forum costs associated with costs, from the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted losing party.

Appears in 5 contracts

Samples: Verado Holdings Inc, Firstworld Communications Inc, Firstworld Communications Inc

Arbitration. Any controversy or dispute arising out of of, based upon, or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of, based upon, or relating in any way to the Employee’s employment or association with Employer, or termination of the Executive's employment by same, including, without limiting the Company generality of the foregoing, any questions regarding whether a particular dispute is arbitrable, and any alleged violation of statute, common law or public policy, including, but not limited to, any state or federal statutory claims, shall be submitted to final and binding arbitration in Los Angeles Orange County, California, in accordance with the JAMS Employment Arbitration Rules and Procedures, before a sole single neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS") the JAMS panel, or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum its National Rules for the resolution Resolution of such dispute; provided Employment Disputes (the arbitrator selected hereunder, however, that provisional the “Arbitrator”). Provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending , pursuant to California Code of Civil Procedure section 1281.8, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the provision of services rendered hereunder under this Agreement. The parties agree that Employer will pay the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' arbitrator’s fees and costs ( arbitration expenses and any other than forum costs associated with the arbitration or arbitration hearing that are unique to arbitration ) incurred by it or him . Subject to the provisions of Section 25, the parties shall each pay their own deposition, witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted court.

Appears in 5 contracts

Samples: Employment Agreement (Rhapsody Acquisition Corp.), Employment Agreement (Rhapsody Acquisition Corp.), Employment Agreement (Primoris Services CORP)

Arbitration. Any controversy controversy, claim or dispute arising out of or ----------- in any way relating to this Agreement, its enforcement or interpretation the alleged breach thereof, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the and/or Executive's employment by with the Company Company or termination therefrom, including, but not limited to including without limitation, any state and all claims for employment discrimination or federal statutory claims harassment, shall be submitted determined by binding arbitration administered by the American Arbitration Association under its National Rules for Resolution of Employment Disputes ("Rules") which are in effect at the time of the arbitration or the demand therefor. The Rules are hereby incorporated by reference. California Code of Civil Procedure (S)1283.05, which provides for certain discovery rights, shall apply to any such arbitration, and said code section is also hereby incorporated by reference. In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement. The arbitration shall be commenced and heard in Los Angeles County, California . The arbitrator(s) shall apply the substantive law (and the law of remedies, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California if applicable) of California or federal law, or its successor ("JAMS") both, or if JAMS is no longer able as applicable to supply the Arbitrator, such Arbitrator shall claim(s) asserted. Judgment on the award may be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement entered in any court of competent jurisdiction while jurisdiction, even if a party who received notice under the Rules fails to appear at the arbitration proceedings are pending hearing(s). The parties may seek, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue from a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction . The parties acknowledge , provisional remedies or injunctive relief in support of their respective rights and agree that they are hereby remedies hereunder without waiving any rights right to trial by jury in any action arbitration. However, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs merits of any arbitration hereunder action that involves such provisional remedies or injunctive relief, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce including, without limitation, the terms of this Amended Agreement any permanent injunction, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred determined by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted arbitration under this paragraph.

Appears in 5 contracts

Samples: Four Media Co, Four Media Co, Four Media Co

Arbitration. Any dispute or controversy arising out of between the parties hereto, whether during the employment term or thereafter, including without limitation, any and all matters relating to this Agreement, its enforcement or interpretation Executive’s employment with the Company and/or the cessation thereof, and all matters arising under any federal, state, or because of an alleged breach local statute, default rule or regulation, or misrepresentation in connection with any principle of its provisions contract law or common law, or any other controversy arising out of the Executive's employment by the Company, including, including but not limited to to any medical leave statutes, wage payment statutes, employment discrimination statutes, employee benefit statutes, and any other equivalent federal, state, or local statute, will be settled by arbitration administered by the American Arbitration Association (“AAA”) in New York, New York or, in the event the Company’s primary offices have relocated to Florida then in the city and state of such relocation. The arbitration will be conducted pursuant to the arbitration rules in the AAA’s Employment Arbitration Rules and Mediation Procedures (or federal statutory claims their equivalent), which arbitration will be confidential, final, and binding to the fullest extent permitted by law. There shall be submitted to arbitration in Los Angeles County one (1) arbitrator, California, before a sole neutral arbitrator ( selected jointly by the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS") hereto, or if JAMS is no longer able to supply the Arbitrator parties cannot so agree on a single arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with AAA’s procedures. Each party hereto will be responsible for paying its attorney’s fees and costs incurred under this Section 23, except as may otherwise be provided by the arbitrator in order to comply with applicable substantive law or to the extent otherwise provided in this Agreement. Further, the parties hereto will equally share any costs levied by the AAA, including the cost of the arbitrator and use of a hearing room, provided that Executive will not be obliged to pay for any portion of such costs beyond the maximum amount permitted in order that this arbitration provision be legally enforceable. The foregoing provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum this Section 23 shall not be deemed (a) to preclude either party hereto from pursuing a court action for the resolution purposes of such dispute; provided, however, that provisional obtaining a temporary restraining order or preliminary injunctive relief to protect or enforce its rights hereunder or in circumstances in which such relief is appropriate, ( including, but not limited to, temporary restraining orders and preliminary injunctions b) may, but need not, be sought by either party to this Amended Agreement in prohibit any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution from making preliminary findings of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other fact in connection with any matter whatsoever arising out granting or denying preliminary injunctive relief pending a final determination of factual issues by the arbitrator, or (c) to preclude either party from seeking permanent injunctive or other equitable relief after and in any way connected accordance with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment decision and findings of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted arbitrator.

Appears in 5 contracts

Samples: Employment Agreement (Twinlab Consolidated Holdings, Inc.), Employment Agreement (Twinlab Consolidated Holdings, Inc.), Employment Agreement (Twinlab Consolidated Holdings, Inc.)

Arbitration. Any dispute, claim or controversy of whatever nature arising out of or relating to this Agreement, its enforcement or interpretation Executive’s employment with the Company, or because and/or the termination of an alleged breach, default, or misrepresentation in connection Executive’s employment with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to without limitation, any state action or federal statutory claims claim based on tort, contract or statute, or concerning the interpretation, performance, or execution of this Agreement (including any determination of Cause or Constructive Termination hereunder) shall be submitted to resolved by confidential, final and binding arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from administered by Judicial Arbitration and Mediation Services, Inc. Inc. (“JAMS”), Los Angeles County in San Diego, California, or its successor ("JAMS") before a single arbitrator, or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with JAMS’ then applicable arbitration rules. Executive acknowledges that by agreeing to this arbitration procedure, Executive and the provisions of California Code of Civil Procedure Sections 1280 et seq Company waive the right to resolve any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding. as Executive will have the exclusive forum right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such dispute relief as would otherwise be available under applicable law in a court proceeding; provided and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, however if any, that provisional awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. Company shall bear all JAMS fees for the arbitration. Nothing in this Agreement shall prevent any of the parties from obtaining injunctive relief (including, but not limited to, temporary restraining in court if necessary to prevent irreparable harm pending the conclusion of any arbitration. Any awards or orders in such arbitrations may be entered and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement enforced as judgments in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction . The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted .

Appears in 5 contracts

Samples: Amended and Restated Employment Agreement (Orexigen Therapeutics, Inc.), Second Amended and Restated Employment Agreement (Orexigen Therapeutics, Inc.), Employment Agreement (Orexigen Therapeutics, Inc.)

Arbitration. Any controversy arising out and every dispute of or relating to this Agreement any nature whatsoever that may arise between the Parties, its enforcement or interpretation whether sounding in contract, or because of an alleged breach statute, default tort, or misrepresentation in connection with any of its provisions fraud, misrepresentation, discrimination or any other controversy arising out of the Executive's employment by the Company legal theory, including, but not limited to, disputes relating to or involving the construction, performance or breach of this Agreement or any other agreement between the Parties, whether entered into prior to, on, or subsequent to the date of this Agreement, or those arising under any federal, state or federal statutory claims local law, regulation or ordinance, shall be submitted to determined by binding arbitration in Los Angeles County, California, before a sole neutral arbitrator ( accordance with the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from then—current commercial arbitration rules of the American Arbitration Association, and shall be conducted in accordance to the extent such rules do not conflict with the provisions of California Code this paragraph. If the amount in controversy in the arbitration exceeds Two Hundred Fifty Thousand Dollars ($250,000), exclusive of Civil Procedure Sections 1280 et seq interest, attorneys’ fees and costs, the arbitration shall be conducted by a panel of three (3) neutral arbitrators. as Otherwise, the exclusive forum for arbitration shall be conducted by a single neutral arbitrator. The Parties shall endeavor to select neutral arbitrators by mutual agreement. If such agreement cannot be reached within thirty (30) calendar days after a dispute has arisen which is to be decided by arbitration, any Party or the resolution Parties jointly shall request the American Arbitration Association to submit to each Party an identical panel of such dispute; provided fifteen (15) persons. Alternate strikes shall be made to the panel, commencing with the Party bringing the claim, until the names of three (3) persons remain, or one (1) person if the case is to be heard by a single arbitrator. The Parties may, however, that provisional injunctive relief (including by mutual agreement, but not limited to, temporary restraining orders and preliminary injunctions request the American Arbitration Association to submit additional panels of possible arbitrators. The person(s) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security thus remaining shall be required in connection therewith the arbitrator(s) for such arbitration. Final resolution If three (3) arbitrators are selected, the arbitrators shall elect a chairperson to preside at all meetings and hearings. The arbitrator(s), or a majority of any dispute through arbitration may include any remedy or relief that them, shall have the Arbitrator deems just and equitable, including any and power to determine all remedies provided by applicable state or federal statutes. At matters incident to the conclusion conduct of the arbitration, including without limitation all procedural and evidentiary matters and the Arbitrator shall issue scheduling of any hearing. The award made by a written decision that sets forth majority of the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder arbitrators shall be final and binding on upon the parties hereto Parties thereto and the subject matter. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) may be enforced entered by any court having jurisdiction thereof. The arbitrators shall have no authority to award punitive or exemplary damages or any statutory multiple damages, and shall only have the authority to award compensatory damages, arbitration costs, attorney’s fees declaratory relief, and permanent injunctive relief, if applicable. Unless otherwise agreed by the parties, the arbitration shall be held in Atlanta, Georgia. This Section 8.7 shall not prevent either Party from seeking a temporary restraining order or temporary or preliminary injunctive relief from a court of competent jurisdiction jurisdiction in order to protect its rights under this Agreement. The parties acknowledge and agree that they are hereby waiving any rights In the event a Party seeks such injunctive relief pursuant to trial by jury in any action this Agreement, proceeding or counterclaim brought by either such action shall not constitute a waiver of the parties against provisions of this Section 8.7, which shall continue to govern any and every dispute between the Parties, including without limitation the right to damages, permanent injunctive relief and any other in connection with any matter whatsoever arising out of remedy, at law or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted equity.

Appears in 4 contracts

Samples: Professional Business Management Agreement (Eyemasters Inc), Retail Business Management Agreement (Eye Care Centers of America Inc), Professional Business Management Agreement (Eye Care Centers of America Inc)

Arbitration. Any controversy arising out of or relating to Executive's employment, this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator who is either ( a) a member of the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, National Academy of Arbitrators located in the State of California or its successor ( "JAMS"), b) a retired California Superior Court or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association Appellate Court judge, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Code Sections 1280 et seq. as the exclusive forum for the resolution remedy of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable , including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based . Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator Executive's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted employment.

Appears in 4 contracts

Samples: Molina Healthcare Inc, Molina Healthcare Inc, Molina Healthcare Inc

Arbitration. Any controversy arising out of or relating to Executive’s employment, this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Orange County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles Orange County, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association ADR Services, Inc., and shall be conducted in accordance with the provisions of California Code of Civil Procedure Code Sections 1280 et seq. as the exclusive forum for the resolution remedy of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator arbitrator deems just and equitable , including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based . Any award or relief granted by the Arbitrator arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted Executive’s employment.

Appears in 4 contracts

Samples: Employment Agreement (Western Digital Corp), Employment Agreement (Western Digital Corp), Employment Agreement (Western Digital Corp)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company Employee’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County Angeles, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association Association (“AAA”), and shall be conducted in accordance with the provisions AAA rules for the resolution of California Code of Civil Procedure Sections 1280 et seq. Employment Disputes as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined otherwise modified by the Arbitrator; no bond or other security provided, however, that such provisional injunctive relief shall be required sought in connection therewith aid and in advance of the arbitration only. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Employee’s employment. The parties agree that the Employee and Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her his reasonable attorneys ' fees and costs ( other than including forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted.

Appears in 4 contracts

Samples: Employment Agreement (Gemstar Tv Guide International Inc), Employment Agreement (Gemstar Tv Guide International Inc), Employment Agreement (Gemstar Tv Guide International Inc)

Arbitration. Any controversy arising out of or relating to this Option Agreement (including these Terms), the Plan, and/or the Exercise Agreement, its their enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its their provisions, or any other controversy arising out of or related to the Executive's employment by the Company Option, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Orange County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County Irvine, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Option Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or any of the services rendered hereunder matters referenced in the first sentence above. The parties agree that the Company Shall Corporation shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's arbitrator’s fee. The Executive and the Company parties further agree that in any proceeding with respect to enforce the terms of this Amended Agreement such matters, the prevailing each party shall be entitled to bear its or her reasonable attorneys' own attorney’s fees and costs (other than forum costs associated with the arbitration) incurred by it or him or her in connection with the resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted dispute.

Appears in 4 contracts

Samples: Stock Option Agreement (Future Pearl Labs, Inc), Stock Option Agreement (Piestro, Inc.), Stock Option Agreement (Future Labs Vi, Inc.)

Arbitration. Any controversy controversy, claim or dispute arising out of or in ----------- any way relating to this Agreement, its enforcement or interpretation the alleged breach thereof, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the and/or Executive's employment by with the Company Company or termination therefrom, including, but not limited to including without limitation, any state and all claims for employment discrimination or federal statutory claims harassment, shall be submitted determined by final and binding arbitration administered by JAMS/Endispute in Los Angeles, California in accordance with the JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes ("Rules") which are in effect at the time of the arbitration or the demand therefor. The Rules are hereby incorporated by reference. In the event of such an arbitration proceeding, the parties shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event the parties cannot agree on an arbitrator, the Administrator of JAMS/Endispute shall appoint an arbitrator. California Code of Civil Procedure (S)1283.05, which provides for certain discovery rights, shall apply to any such arbitration, and said code section is also hereby incorporated by reference. In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement. The arbitration shall be commenced and heard in Los Angeles County, California . The arbitrator(s) shall apply the substantive law (and the law of remedies, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California if applicable) of California or federal law, or its successor ("JAMS") both, or if JAMS is no longer able as applicable to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association claim(s) asserted, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall render an award and a written, reasoned opinion in support thereof, stating all findings of fact and conclusions of law. Judgment on the award may be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement entered in any court of competent jurisdiction while jurisdiction, even if a party who received notice under the Rules fails to appear at the arbitration proceedings are pending hearing(s). The parties may seek, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue from a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction . The parties acknowledge , provisional remedies or injunctive relief in support of their respective rights and agree that they are hereby remedies hereunder without waiving any rights right to trial by jury in any action arbitration. However, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs merits of any arbitration hereunder action that involves such provisional remedies or injunctive relief, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce including, without limitation, the terms of this Amended Agreement any permanent injunction, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred determined by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted arbitration under this paragraph.

Appears in 4 contracts

Samples: Four Media Co, Four Media Co, Four Media Co

Arbitration. Any controversy controversy, dispute, or claim arising out of, in connection with, or in relation to, the interpretation, performance or breach of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims than injunctive relief under Section 9 hereof, shall be submitted to settled exclusively by arbitration conducted in Los Angeles County Angeles, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected by and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions applicable rules of California Code the American Arbitration Association (the “Rules”). Each of Civil Procedure Sections 1280 et seq the parties hereto agrees that such arbitration shall be conducted by a single arbitrator selected in accordance with the Rules; provided that such arbitrator must be experienced in deciding cases concerning the matter which is the subject of the dispute. Each of the parties hereto agrees to treat as confidential the exclusive forum results of any arbitration (including, without limitation, any findings of fact and/or law made by the arbitrator) and not to disclose such results to any unauthorized person. The parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. With respect to any arbitration hereunder, each party shall pay its own legal fees and expenses; provided that (i) ICG LP shall pay the reasonable legal fees and expenses of Executive if the arbitrator determines there was no reasonable basis for ICG LP’s claim or position, and (ii) Executive shall pay the resolution reasonable legal fees and expenses of such dispute ICG LP if the arbitrator determines there was no reasonable basis for Executive’s claim or position; provided, however further, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party the parties agree to this Amended Agreement share the cost of the arbitrator’s fees in any court of competent jurisdiction while event. Nothing in this arbitration proceedings are pending, and any provisional injunctive relief granted by such court provision shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on prevent the parties hereto and may be enforced by any from seeking injunctive, equitable and/or other appropriate relief to enforce Section 9 in a court of competent jurisdiction . The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted .

Appears in 4 contracts

Samples: Employment Agreement (Imperial Capital Group, Inc.), Employment Agreement (Imperial Capital Group, Inc.), Employment Agreement (Imperial Capital Group, Inc.)

Arbitration. Any dispute or controversy arising out of under or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, this Agreement or any other controversy arising out of the Executive 's ’s employment by the Company, including, but not limited to, any state or federal statutory claims, Company shall be submitted to settled exclusively by arbitration, conducted before a single neutral arbitrator in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration Association (“AAA”) as then in effect. Such arbitration shall be conducted in Los Angeles Orange County, California, before and the arbitrator shall be a sole neutral arbitrator (the "Arbitrator") resident of Orange County, mutually selected and agreeable California or of a county contiguous to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles Orange County, California , or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute ; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law or equity in aid of arbitration while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security arbitrator. The arbitration shall be required in connection therewith administered by AAA pursuant to its Commercial Arbitration Rules. Final resolution of any dispute through arbitration Judgment may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding entered on the parties hereto and may be enforced by arbitrator’s award in any court of competent having jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in the first sentence of the first paragraph of this Amended Agreement or the services rendered hereunder Section 7(a). The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's arbitrator’s fee. The Executive and the Company parties further agree that in any proceeding with respect to enforce the terms of this Amended Agreement such matters, the prevailing party shall will be entitled to recover its or her reasonable attorneys' attorney’s fees and costs from the non-prevailing party (other than forum costs associated with the arbitration) incurred arbitration which in any event shall be paid by it or him in connection with resolution the Company). Without limiting the remedies available to the parties and notwithstanding the foregoing provisions of this Section 7(a), the Executive and the Company acknowledge that any breach of any of the dispute up covenants or provisions contained in Sections 1, 2, 3 or 4 of this Agreement could result in irreparable injury to either of the parties hereto for which there might be no adequate remedy at law, and that, in the event of such a maximum breach or threat thereof, the non-breaching party shall be entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the other party hereto from engaging in any activities prohibited by any covenant or provision in Sections 1, 2, 3 or 4 of Fifty Thousand Dollars ($50,000.00) in addition this Agreement or such other equitable relief as may be required to enforce specifically any other relief granted of such covenants or provisions.

Appears in 4 contracts

Samples: Amended and Restated Noncompetition Agreement (Apria Healthcare Group Inc), Amended and Restated Noncompetition Agreement (Ahny-Iv LLC), Amended and Restated Noncompetition Agreement (Apria Healthcare Group Inc)

Arbitration. Any controversy arising out dispute over the validity, enforcement, scope, breach or interpretation of or relating this Agreement and any dispute of any kind whatsoever between Employee and Company, if any, shall be submitted and resolved in final and binding arbitration before a single arbitrator through the American Arbitration Association ("AAA") pursuant to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out the provisions of the Executive's employment by AAA Employment Arbitration Rules or successor rules then in effect, applicable to individually negotiated agreements; except, no arbitrator shall have jurisdiction to grant any remedy or relief that would have been unavailable to the Company parties had the matter been heard in court in accordance with applicable law, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions awards of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator attorney's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted costs.

Appears in 4 contracts

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

Arbitration. Any controversy arising out of or relating to this Agreement dispute, its enforcement or interpretation controversy, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy claim between the Parties arising out of the Executive's employment by Contract or the Company breach, including termination, but not limited to or invalidity thereof, any state or federal statutory claims unless settled amicably under Article 23 such amicable settlement, shall be submitted referred by either Party to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions UNCITRAL Arbitration Rules then obtaining. The decisions of California Code the arbitral tribunal shall be based on general principles of Civil Procedure Sections 1280 et seq 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 exclusive forum for authority of the resolution arbitral tribunal pursuant to Article 26 measures 34 effect of such dispute; provided the aArbitration Rules. The arbitral tribunal shall have no authority to award punitive damages. In addition, however unless otherwise expressly provided in the Contract, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party the arbitral tribunal shall have no authority to this Amended Agreement award interest in any court excess of competent jurisdiction while arbitration proceedings are pending the London Inter- then prevailing, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security interest shall be required in connection therewith simple interest only. Final resolution The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any dispute through arbitration may include any remedy such dispute, controversy, or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted claim.

Appears in 4 contracts

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

Arbitration. Any controversy disputes, claims, or controversies arising out of or relating to this Agreement, its enforcement or interpretation the Transaction Documents, or because of an alleged the transactions, contemplated thereby, or the breach, default termination, enforcement, interpretation or misrepresentation in connection with any of its provisions validity thereof, or any other controversy arising out including the determination of the Executive's employment by the Company, including, but not limited to, any state scope or federal statutory claims applicability of this Agreement to arbitrate, shall be submitted referred to and resolved solely and exclusively by binding arbitration in Los Angeles County, California, to be conducted before a sole neutral arbitrator ( the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California Service (“JAMS” ), or its successor pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures ( "JAMS" the “Rules” ), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator including Rules 16.1 and 16.2 of 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 from the American Arbitration Association, and shall be conducted in accordance with the provisions “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 State of California Code Kansas any interim or provisional relief that is necessary to protect the rights or property of Civil Procedure Sections 1280 et seq that party, pending the establishment of the arbitral tribunal. as the exclusive forum for the resolution The costs and expenses of such dispute; provided arbitration shall be paid by and be the sole responsibility of the Company, however, that provisional injunctive relief (including, including but not limited to, temporary restraining orders to the Investor’s attorneys’ fees and preliminary injunctions) may, but need not, each arbitrator’s fees. The arbitrators’ decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and award will be sought by either party to this Amended Agreement made and delivered as soon as reasonably possibly and in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At case within sixty (60) days’ following the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings arbitration hearing and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced entered by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted having jurisdiction thereof.

Appears in 4 contracts

Samples: Equity Purchase Agreement (Generex Biotechnology Corp), Equity Purchase Agreement (Predictive Oncology Inc.), Equity Purchase Agreement (Quantum Computing Inc.)

Arbitration. Any controversy right or benefit, or obligation or liability, granted or arising out of under this Agreement, and any other dispute between the Executive and Asyst arising from or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's ’s employment by the Company, including, but not limited to, any state or federal statutory claims termination of employment, shall be submitted subject to and resolved exclusively by binding non-appealable arbitration. The terms and conditions of the Agreement to Arbitrate Disputes and Claims shall govern such arbitration (in Los Angeles County the event entered between the parties, California, before a sole neutral arbitrator (the "Arbitrator" and as amended from time to time), mutually selected be binding on the Executive and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, Asyst and shall be conducted in accordance with deemed incorporated herein by reference as a material part of this Agreement. Neither the provisions Executive nor Asyst shall be liable to, or entitled to recover from, the other, for any claim, cause or action, suit or proceeding relating to any right or obligation hereunder, any incidental, special, consequential or exemplary damages of California Code of Civil Procedure Sections 1280 et seq any kind, including punitive damages (and the arbitrator will be without jurisdiction to award such damages). as The arbitrator also will not have authority to award attorneys’ fees or costs to either party, unless a statute at issue which is the exclusive forum basis for the resolution dispute expressly authorizes the award of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party attorneys’ fees or costs to the prevailing party. In this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration instance, the Arbitrator arbitrator shall issue a written decision that sets forth have the essential findings and conclusions upon which the Arbitrator's authority to make an award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either only of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys ' fees and costs (other than forum to the prevailing party, and to the extent and in the manner permitted by the applicable statute. However, any award of fees and costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted. will be

Appears in 4 contracts

Samples: Asyst Technologies Inc, Asyst Technologies Inc, Asyst Technologies Inc

Arbitration. Any controversy To the extent not resolved through mediation as provided in Section 14.6, all claims, disputes and other matters in question arising out of or relating to this Agreement, its any termination of the Executive’s employment, the enforcement or interpretation interpretation of this Agreement, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions the provisions of this Agreement, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, including (without limitation) any state or federal statutory claims, shall be submitted to resolved by binding arbitration in Los Angeles Santa Clara County, California, before a sole neutral arbitrator (the " Arbitrator "), ”) mutually selected and agreeable to both by the parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor Inc. ( " JAMS "), or if ”) in accordance with the rules and procedures of JAMS then in effect. If JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be mutually selected from the American Arbitration Association Association (“AAA”). The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforced in accordance with, and shall be conducted in accordance with consistently with, the provisions of Title 9 of Part 3 of the California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution remedy of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction . The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted .

Appears in 4 contracts

Samples: Amended and Restated Employment Agreement (Heritage Commerce Corp), Amended and Restated Employment Agreement (Heritage Commerce Corp), Amended and Restated Employment Agreement (Heritage Commerce Corp)

Arbitration. Any controversy arising out of or relating to this Agreement UPON DEMAND OF ANY PARTY HERETO, its enforcement or interpretation WHETHER MADE BEFORE OR AFTER INSTITUTION OF ANY JUDICIAL PROCEEDING, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS BETWEEN PARTIES HERETO ( the A " Arbitrator DISPUTE" ), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ) SHALL BE RESOLVED BY BINDING ARBITRATION CONDUCTED UNDER AND GOVERNED BY THE COMMERCIAL FINANCIAL DISPUTES ARBITRATION RULES (THE "ARBITRATION RULES") OF THE AMERICAN ARBITRATION ASSOCIATION (" JAMS AAA" ) ) AND THE FEDERAL ARBITRATION ACT. DISPUTES MAY INCLUDE, or if JAMS is no longer able to supply the Arbitrator WITHOUT LIMITATION, such Arbitrator shall be selected from the American Arbitration Association TORT CLAIMS, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq COUNTERCLAIMS, A DISPUTE AS TO WHETHER A MATTER IS SUBJECT TO ARBITRATION, CLAIMS BROUGHT AS CLASS ACTIONS, OR CLAIMS ARISING FROM DOCUMENTS EXECUTED IN THE FUTURE. as the exclusive forum for the resolution of such dispute A JUDGMENT UPON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. NOTWITHSTANDING THE FOREGOING, THIS ARBITRATION PROVISION DOES NOT APPLY TO DISPUTES UNDER OR RELATED TO SWAP AGREEMENTS. ALL ARBITRATION HEARINGS SHALL BE CONDUCTED IN THE CITY OR COUNTY WHERE THE LENDER'S OFFICE, AS FIRST STATED ABOVE, IS LOCATED, OR AT SUCH OTHER PLACE AS THE PARTIES MAY IN WRITING AGREE. A HEARING SHALL BEGIN WITHIN 90 DAYS OF DEMAND FOR ARBITRATION AND ALL HEARINGS SHALL CONCLUDE WITHIN 120 DAYS OF DEMAND FOR ARBITRATION. THESE TIME LIMITS MAY NOT BE EXTENDED UNLESS A PARTY SHOWS CAUSE FOR EXTENSION AND THEN FOR NO MORE THAN A TOTAL OF 60 DAYS. THE EXPEDITED PROCEDURES SET FORTH IN RULE 51, ET SEQ., OF THE ARBITRATION RULES SHALL APPLY TO DISPUTES IN WHICH THE CLAIM IS LESS THAN $1,000,000.00. ARBITRATORS SHALL BE LICENSED ATTORNEYS SELECTED FROM THE COMMERCIAL FINANCIAL DISPUTE ARBITRATION PANEL OF THE AAA. THE PARTIES DO NOT WAIVE APPLICABLE FEDERAL OR STATE SUBSTANTIVE LAW EXCEPT AS PROVIDED HEREIN. NOTWITHSTANDING THE PRECEDING BINDING ARBITRATION PROVISIONS, THE PARTIES AGREE TO PRESERVE WITHOUT DIMINUTION, CERTAIN REMEDIES THAT ANY PARTY MAY EXERCISE BEFORE OR AFTER AN ARBITRATION PROCEEDING IS BROUGHT. THE PARTIES SHALL HAVE THE RIGHT TO PROCEED IN ANY COURT OF PROPER JURISDICTION OR BY SELF HELP TO EXERCISE OR PROSECUTE THE FOLLOWING REMEDIES, AS APPLICABLE: (1) ALL RIGHTS TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY OR OTHER SECURITY BY EXERCISING A POWER OF SALE OR UNDER APPLICABLE LAW BY JUDICIAL FORECLOSURE INCLUDING A PROCEEDING TO CONFIRM THE SALE; provided (2) ALL RIGHTS OF SELF HELP, however INCLUDING WITHOUT LIMITATION, that provisional injunctive relief PEACEFUL OCCUPATION OF REAL PROPERTY AND COLLECTION OF RENTS, SETOFF, AND PEACEFUL POSSESSION OF PERSONAL PROPERTY; ( including 3) OBTAINING PROVISIONAL OR ANCILLARY REMEDIES INCLUDING INJUNCTIVE RELIEF, but not limited to SEQUESTRATION, temporary restraining orders and preliminary injunctions GARNISHMENT, ATTACHMENT, APPOINTMENT OF RECEIVER AND FILING AN INVOLUNTARY BANKRUPTCY PROCEEDING; AND (4) may WHEN APPLICABLE, but need not A JUDGMENT BY CONFESSION OF JUDGMENT. ANY CLAIM OR CONTROVERSY WITH REGARD TO ANY PARTY'S ENTITLEMENT TO SUCH REMEDIES IS A DISPUTE. THE PARTIES AGREE THAT THEY SHALL NOT HAVE A REMEDY OF PUNITIVE OR EXEMPLARY DAMAGES AGAINST OTHER PARTIES IN ANY DISPUTE, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted AND THEY HEREBY WAIVE ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY NOW HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY DISPUTE WHETHER THE DISPUTE IS RESOLVED BY ARBITRATION OR JUDICIALLY.

Appears in 4 contracts

Samples: Revolving Note (United Industrial Corp /De/), Revolving Line of Credit Loan Agreement (United Industrial Corp /De/), United Industrial Corp /De/

Arbitration. Any controversy arising out of or relating to Executive's employment, any termination of Executive's employment, this Agreement, its enforcement or interpretation, Agreement or because of an alleged breach, default, or misrepresentation in connection with any of its provisions the provisions of this Agreement, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, including (without limitation) any state or federal statutory claims, shall be submitted to arbitration final and binding arbitration, to be held in Los Angeles Ventura County, California, California before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator arbitrator. The arbitration shall be selected from administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the American Arbitration Association, and shall award may be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement entered in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent having jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in this Amended Agreement or the services rendered hereunder Section 12. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding with respect to enforce the terms of this Amended Agreement such matters, the prevailing each party shall be entitled to bear its or her reasonable attorneys' own attorney's fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted costs.

Appears in 3 contracts

Samples: Employment Agreement (Vitesse Semiconductor Corp), Amended and Restated Employment Agreement (Vitesse Semiconductor Corp), Vitesse Semiconductor Corp

Arbitration. Any controversy arising out of or relating to Executive’s employment, any termination of Executive’s employment, this Agreement, its enforcement or interpretation, Agreement or because of an alleged breach, default, or misrepresentation in connection with any of its provisions the provisions of this Agreement, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, including (without limitation) any state or federal statutory claims, shall be submitted to arbitration final and binding arbitration, to be held in Los Angeles Ventura County, California, California before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator arbitrator. The arbitration shall be selected from administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the American Arbitration Association, and shall award may be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement entered in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent having jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in this Amended Agreement or the services rendered hereunder Section 15. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding with respect to enforce the terms of this Amended Agreement such matters, the prevailing each party shall be entitled to bear its or her reasonable attorneys' own attorney’s fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted costs.

Appears in 3 contracts

Samples: Amended and Restated Employment Agreement (Vitesse Semiconductor Corp), Employment Agreement (Vitesse Semiconductor Corp), Employment Agreement (Vitesse Semiconductor Corp)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County Denver, California Colorado, before a sole neutral arbitrator selected from Judicial Arbiter Group, Inc., Denver, Colorado, or its successor ( the "Arbitrator" “JAG”), mutually selected and agreeable or if JAG is no longer able to both parties and supply the arbitrator, such arbitrator shall be selected from the Judicial Arbitration and Mediation Services, Inc., Los Angeles County (“JAMS”) or other mutually agreed upon arbitration provider, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute ; provided, however, that provisional . Provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her his reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted.

Appears in 3 contracts

Samples: Employment Agreement (Red Robin Gourmet Burgers Inc), Employment Agreement (Red Robin Gourmet Burgers Inc), Employment Agreement (Red Robin Gourmet Burgers Inc)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Orange County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County Orange, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment. The parties agree hereto that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her his reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted . Notwithstanding this provision, the parties hereto may mutually agree to mediate any dispute prior to or following submission to arbitration.

Appears in 3 contracts

Samples: Change in Control Severance Agreement (Qlogic Corp), Change in Control Severance Agreement (Qlogic Corp), Change in Control Severance Agreement (Qlogic Corp)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement enforcement, arbitrability or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of or relating in any way to the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims subject matter contained herein, shall be submitted to final and binding arbitration. Any arbitration hereunder shall be in Los Angeles Santa Clara County, California, California before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc. , Los Angeles County, California , or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute ; provided . Pursuant to California Code of Civil Procedure Section 1281.8, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder subject matter contained herein. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing nonprevailing party shall be entitled to its or her pay (1) the prevailing party's reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted , and (2) all costs of the arbitration, including, but not limited to, the arbitrator's fees, court reporter fees, and any and all other administrative costs of the arbitration, and that the nonprevailing party promptly shall reimburse the prevailing party for any portion of such costs previously paid by the prevailing party. The arbitrator shall resolve any dispute as to the reasonableness of any fee or cost.

Appears in 3 contracts

Samples: Change of Control Benefits Agreement (Sandisk Corp), Change of Control Executive Benefits Agreement (Sandisk Corp), Change of Control Executive Benefits Agreement (Sandisk Corp)

Arbitration. Any controversy arising out under or related to this Agreement that is neither within the authority of or the JCC to resolve nor has been resolved pursuant to Section 11.1, as applicable (excluding, in any event, any dispute relating to patent scope, validity or infringement arising under this Agreement or as to specific performance under Section 13.12(b), shall be settled by arbitration in accordance with the then existing International Arbitration Rules of the International Centre for Dispute Resolution. Upon request by either Party, arbitration will be by a panel of three (3) arbitrators within thirty (30) days of such arbitration request. Each Party shall select one arbitrator and the third shall be mutually agreed upon in writing by both Parties. In any such arbitration, Otsuka and GW Pharma shall select a panel with relevant experience in the pharmaceutical industry. The arbitrators shall, within fifteen (15) 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 arbitrators shall be authorized to award compensatory damages, but shall not be authorized (i) to award non-economic damages, such as for emotional distress, pain and suffering or loss of consortium, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, the Manufacturing and Supply Agreement or any other controversy agreements contemplated hereunder or thereunder. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief they deem just and equitable and within the scope of this Agreement and/or the Manufacturing and Supply Agreement, as applicable, including, without limitation, an injunction or order for specific performance. Each Party shall bear its own attorney’s fees, costs and disbursements arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with pay an equal share of the provisions fees and costs of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute arbitrators; provided, however, the arbitrators shall be authorized to determine whether a Party is the prevailing Party and if so, to award to that provisional injunctive relief prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, but not limited to for example, temporary restraining orders expert witness fees and preliminary injunctions expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the arbitrators. Each Party shall fully perform and satisfy the arbitration award within fifteen (15) may, but need not, be sought by either party days of the service of the award. By agreeing to this Amended Agreement in any court of competent jurisdiction while binding arbitration proceedings provision, the Parties understand that they are pending, waiving certain rights and any provisional injunctive relief granted by such court shall remain effective until protections which may otherwise be available if a claim between the matter is finally Parties were determined by the Arbitrator; no bond or other security shall be required litigation in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable court, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration including, without limitation, the Arbitrator shall issue right to seek or obtain certain types of damages precluded by this provision, the right to a written decision that sets forth jury trial, certain rights of appeal and a right to invoke formal rules of procedure and evidence. Judgment upon the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted rendered by the Arbitrator hereunder panel shall be final and binding on the parties hereto non-appealable and may be enforced by entered in any court of competent jurisdiction having jurisdiction thereof. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party Parties shall be entitled to its or her reasonable attorneys' fees all discovery in like manner as if the arbitration were a civil suit in the New York Supreme Court. Any arbitration under this Article 11 shall be held in New York, New York, if GW Pharma instigates proceedings and costs (other than forum costs associated with in London, England if Otsuka initiates proceedings unless the arbitration) incurred by it or him Parties hereto mutually agree in connection with resolution of the dispute up writing to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted another place.

Appears in 3 contracts

Samples: Development and License Agreement (Gw Pharmaceuticals PLC), Development and License Agreement (Gw Pharmaceuticals PLC), Development and License Agreement (Gw Pharmaceuticals PLC)

Arbitration. Any controversy or claim arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims breach thereof, shall be submitted to settled by arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from administered by the American Arbitration Association, and shall be conducted Association ("AAA") in accordance with its Commercial Rules (including its Emergency Interim Relief Procedures] and its supplementary procedures for Securities Arbitration, and judgment on the provisions of California Code of Civil Procedure Sections 1280 et seq. as award rendered by the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, arbitrators may be sought by either party to this Amended Agreement entered in any court of competent having jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the thereof. The matter is finally determined by the Arbitrator; no bond or other security shall be required heard in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction Georgia. The parties acknowledge involved (both Company and agree that they are Consultant), for themselves and their respective successors in interest, hereby waiving irrevocably consent to such jurisdiction, venue and binding arbitration, and hereby irrevocably waive any rights claim of forum nonconveniens or right to trial by jury change such venue or to litigate the underlying dispute in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted court.

Appears in 3 contracts

Samples: Consultation Agreement (Armitec Inc), Consultation Agreement (Armitec Inc), Consultation Agreement (Armitec Inc)

Arbitration. Any controversy or dispute arising out of of, based upon, or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of, based upon, or relating in any way to the Employee’s employment or association with Employer, or termination of the Executive's employment by same, including, without limiting the Company generality of the foregoing, any questions regarding whether a particular dispute is arbitrable, and any alleged violation of statute, common law or public policy, including, but not limited to, any state or federal statutory claims, shall be submitted to final and binding arbitration in Los Angeles Dallas County, California Texas, in accordance with the JAMS Employment Arbitration Rules and Procedures, before a sole single neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS") the JAMS panel, or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum its National Rules for the resolution Resolution of such dispute; provided Employment Disputes (the arbitrator selected hereunder, however, that provisional the “Arbitrator”). Provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the provision of services rendered hereunder under this Agreement. The parties agree that Employer will pay the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' arbitrator’s fees and costs ( arbitration expenses and any other than forum costs associated with the arbitration or arbitration hearing that are unique to arbitration ) incurred by it or him . Subject to the provisions of Section 25, the parties shall each pay their own deposition, witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted court.

Appears in 3 contracts

Samples: Employment Agreement (Primoris Services Corp), Employment Agreement (Primoris Services Corp), Employment Agreement (Primoris Services Corp)

Arbitration. Any controversy dispute or claim between the parties arising out of or relating to this Agreement, Agreement (or its enforcement breach or interpretation, or because termination) which has not been resolved within thirty (30) days after either party shall notify the other in writing of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other such controversy arising out of (the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims "Dispute"), shall be submitted to for binding arbitration in Los Angeles County Angeles, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted California in accordance with the provisions arbitration rules of California Code the American Arbitration Association ("AAA") in effect on the date of Civil Procedure Sections 1280 et seq this Agreement, except as such rules may be modified by this Agreement. The arbitrator shall decide the Dispute in accordance with the laws of the state of California, without reference to its rules concerning conflict of laws. Except as otherwise expressly provided in this Agreement, each party shall bear its own fees and expenses of arbitration, including the exclusive forum for fees and other charges of the resolution AAA, the fees and expenses of such dispute; provided its lawyers, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending representatives, and any provisional injunctive relief granted by such court witnesses, and shall remain effective until the matter is finally determined by the Arbitrator; no bond or share equally all other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion costs of the arbitration, including the Arbitrator shall issue a written decision that sets forth fees and expenses of the essential findings and conclusions upon which the Arbitrator's award or decision is based arbitrator. Any award or relief granted The parties agree to be bound by the Arbitrator hereunder decision of the arbitrator. The arbitration award shall be final the sole and binding exclusive remedy between the parties regarding the Dispute and judgment on the parties hereto and award may be entered , enforced and executed by any court of competent jurisdiction. The parties acknowledge Service of notice of arbitration and agree that they are hereby waiving any rights to trial by jury other paper or submission in the arbitration, as well as of summons, complaint and all other pleadings and papers in any action suit, proceeding action or counterclaim proceedings brought to enter, enforce or execute the arbitrator's award, may be made by either mailing or delivering a copy to the receiving party at the address specified in Article 12.4 below. Nothing in this Agreement shall limit PowerSource's rights, before or during the pendency of any arbitration proceedings, to exercise its rights under Articles 7, 9.2, and 12.5 hereof. The arbitrator shall have the authority to award any remedy or relief that the arbitrator deems just and equitable, including, without limitation, specific performance of any obligation created hereunder and the issuance of permanent injunctive relief. Notwithstanding any contrary provision contained herein or in applicable law, the arbitrator shall not have authority to award punitive or exemplary damages, or to award special or consequential damages (including, without limitation, lost future profits), whether or not such damages were foreseeable or within the contemplation of the parties against at the other in connection with any matter whatsoever arising out of or time this Agreement was made. The prevailing party in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment arbitration is entitled to recover all of the forum costs of its costs, including, without limitation, attorneys fees and costs, incurred to enforce any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted award.

Appears in 3 contracts

Samples: Agent Agreement (Powersource Corp), Agent Agreement (Powersource Corp), Agent Agreement (Powersource Corp)

Arbitration. Any controversy arising out dispute over the validity, enforcement, scope, breach or interpretation of or relating this Agreement and any dispute of any kind whatsoever between Employee and Company, if any, shall be submitted and resolved in final and binding arbitration before a single arbitrator through the American Arbitration Association ("AAA") pursuant to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out the provisions of the Executive's employment by AAA Employment Arbitration Rules or successor rules then in effect, applicable to individually negotiated agreements; except, no arbitrator shall have jurisdiction to grant any remedy or relief that would have been unavailable to the Company parties had the matter been heard in court in accordance with applicable law, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions awards of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator attorney's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted costs. ARTICLE VI – MISCELLANEOUS PROVISIONS

Appears in 3 contracts

Samples: Amended and Restated Employment Agreement (Jbi, Inc.), Amended and Restated Employment Agreement (Jbi, Inc.), Amended and Restated Employment Agreement (Jbi, Inc.)

Arbitration. Any dispute, controversy or claim arising out of or relating to this Option Agreement (including these Terms), the Plan, and/or the applicable Exercise Agreement, its their enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its their provisions, or any other controversy arising out of the Executive's employment will be determined exclusively by the Company confidential, including, but not limited to, any state or federal statutory claims, shall be submitted to final and binding arbitration in Los Angeles Orange County, California, before a sole neutral arbitrator (the " Arbitrator ARBITRATOR" ), mutually selected and agreeable to both parties and ) selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply in accordance with the Arbitrator, such Arbitrator shall be selected from rules of the American Arbitration Association, and such arbitration shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq Code ss.ss. 1282 - 1284.2 as the exclusive forum for the resolution remedy of such dispute ; provided . The arbitrator's award in any such proceeding will be final, binding, and conclusive upon the parties, subject only to judicial review provided by statute, and a judgment rendered on the arbitration award can be entered in any state or federal court having jurisdiction thereof. Disputes, controversies or claims subject to final and binding arbitration under this Agreement include, without limitation, all those that could otherwise be tried in court to a judge or jury in the absence of this Section 11.3. The Participant and the Corporation agree that they each expressly waive any rights to have such matters heard or tried before a judge or jury in another tribunal. Nothing in this Section 11.3, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until limit the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either right of the parties against to stipulate and agree to conduct the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or arbitration before and pursuant to the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs then existing rules of any other agreed-upon arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted services provider.

Appears in 3 contracts

Samples: Incentive Stock Option Agreement (Accent Optical Technologies Inc), Nonqualified Stock Option Agreement (Accent Optical Technologies Inc), Nonqualified Stock Option Agreement (Accent Optical Technologies Inc)

Arbitration. Any controversy dispute, controversy, or claim arising out of or relating related to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including or termination of employment, including but not limited to to claims arising under or related to this Agreement or any breach of this Agreement, and any state alleged violation of federal, state, or federal statutory claims local statute, regulation, common law, or public policy, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial decided by binding arbitration. Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, administered exclusively by JAMS and shall be conducted in Orange County, California consistent with the rules of JAMS in effect at the time the arbitration is commenced and applying California law, except as modified by this Agreement. The Parties can obtain a copy of the JAMS Rules (i) on the JAMS’ website (https://www.jamsadr.com/rules-employment); (ii) by calling JAMS directly at (800) 352-5267; or (iii) from the Company’s Human Resources Department. The JAMS Rules are incorporated herein by reference. The arbitrator shall administer and conduct any arbitration in accordance with California law, including the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending Procedure, and the arbitrator shall apply substantive and procedural California law to any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution Claim, without references to conflict-of-law provisions of any dispute through arbitration may include any remedy or relief jurisdiction. To the extent that the Arbitrator deems just and equitable JAMS Rules are in irreconcilable conflict with California law, including any and all remedies provided by applicable state or federal statutes California law shall take precedence over the JAMS Rules. At In the conclusion event of the requirement to arbitrate hereunder, the Parties shall mutually agree on single arbitrator, and in the event that they cannot agree then each of them shall agree on an arbitrator and those two arbitrators shall appoint a third. Except for Excluded Claims (as defined below in Section 6.1), the Parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective action or representative claims against each other in court, arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based any other proceeding. Any arbitral award or relief granted by the Arbitrator hereunder determination shall be final and binding on upon the parties hereto and may be enforced by any court of competent jurisdiction Parties. The parties acknowledge and agree that they are hereby waiving any rights With respect to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it arbitration under this Section 6, Executive shall only pay the JAMS filing or him in connection with resolution administrative fee up to the equivalent amount of the dispute up initial filing Executive would have paid to a maximum commence an action in the California Superior Court, county of Fifty Thousand Dollars ($50,000.00) in addition to Orange. The Company will pay any other relief granted JAMS administrative fees, arbitrator’s fees, and any additional fees unique to arbitration.

Appears in 3 contracts

Samples: Employment Agreement (Eco Science Solutions, Inc.), Employment Agreement (Greenfield Groves Inc.), Employment Agreement (Greenfield Groves Inc.)

Arbitration. Any controversy disputes arising out of under or relating to in connection with this Agreement, its enforcement including, without limitation, those involving claims for specific performance or interpretation other equitable relief, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out will be submitted to binding arbitration under the Commercial Arbitration Rules of the Executive's employment American Arbitration Association under the authority of federal and state arbitration statutes, and shall not be the subject of litigation in any forum. EACH PARTY, BY SIGNING THIS AGREEMENT, VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVES ANY RIGHTS SUCH PARTY MAY OTHERWISE HAVE TO SEEK REMEDIES IN COURT OR OTHER FORUMS, INCLUDING THE RIGHT TO JURY TRIAL. The arbitration will be conducted only in Denver, Colorado, before a single arbitrator selected by the Company parties or, including if they are unable to agree on an arbitrator, before a panel of three arbitrators, one selected by the Buyer, one selected by the Shareholders' Agent and the third selected by the other two arbitrators. The arbitrators shall have full authority to order specific performance and award damages and other relief available under this Agreement or applicable law, but not limited shall have no authority to add to, any state detract from, change or federal statutory claims amend the terms of this Agreement or existing law. All arbitration proceedings, including settlements and awards, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq confidential. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion The decision of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall arbitrators will be final and binding binding, and judgment on the parties hereto and award by the arbitrators may be enforced by entered in any court of competent jurisdiction. THIS SUBMISSION AND AGREEMENT TO ARBITRATE WILL BE SPECIFICALLY ENFORCEABLE. The prevailing party or parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of such arbitration or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding action to enforce the terms of this Amended Agreement, the prevailing party shall Agreement will be entitled to its or her all reasonable attorneys' costs and expenses, including fees and costs (other than forum costs associated with expenses of the arbitration) arbitrators and attorneys, incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted therewith.

Appears in 3 contracts

Samples: Purchase Agreement (Rentx Industries Inc), Purchase Agreement (Rentx Industries Inc), Purchase Agreement (Rentx Industries Inc)

Arbitration. Any controversy disputes arising out of or relating to under this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, Agreement shall be submitted to binding arbitration in Los Angeles County, California, before a sole by one neutral arbitrator ( associated with JAMS/Endispute who is mutually acceptable to the "Arbitrator") Parties. The County of Gwinnett, mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services Georgia, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator U.S.A. shall be selected from the American Arbitration Association venue for any proceeding, and which proceeding shall be conducted in accordance with the provisions rules and procedures of California Code JAMS/Endisptue and not by court action, except as provided by Delaware law for judicial review of Civil Procedure Sections 1280 et seq arbitration proceedings. Any decision or award entered as the exclusive forum for the resolution a result of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction upon all Parties. The parties acknowledge filing of a judicial action to enable the recording of a notice of a pending action, for orders of injunction or other provisional remedies, shall not constitute a waiver of the right to arbitrate under this provision. The Parties agree to the exclusive personal jurisdiction of courts of general jurisdiction in Gwinnett, Georgia, U.S.A., for enforcement of such arbitration awards, agree to accept any service of process by personal service, facsimile, express or overnight mail, or regular mail, return receipt requested, at the address listed below as being binding on such Party and agree that they are hereby waiving to accept such arbitrators and court as being the sole and exclusive forum and venue for hearing such claims, disputes, controversies, breaches or similar events. The Parties agree to waive any rights to trial by jury in any action, proceeding defense of forum non conveniens or counterclaim brought by either improper venue respecting such courts. The cost of the parties against arbitration shall be borne by the other in connection with any matter whatsoever arising out of losing Party or in any way connected with this Amended Agreement or such proportion as the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party arbitrator shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted decide.

Appears in 3 contracts

Samples: Consulting Agreement (Vyyo Inc), Consulting Agreement (Vyyo Inc), Consulting Agreement (Vyyo Inc)

Arbitration. Any controversy legal or equitable claims or disputes between Optionee and the Company, including without limitation, those arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions the Service, or any other controversy arising out the termination of the Executive's employment Service, of Optionee by the Company Company (other than a suit for injunctive relief) will be resolved exclusively by binding arbitration. This Agreement applies to the following allegations, including disputes, and claims for relief, but is not limited to to those listed: wrongful discharge under statutory law and common law; employment discrimination based on federal, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California state, or its successor ("JAMS") local statute, ordinance, or if JAMS governmental regulation; retaliatory discharge or other action; compensation disputes; tortious conduct; contractual violations (although no contractual relationship, other than at will employment and this Agreement and agreement to arbitrate, is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, hereby created); ERISA violations; and other statutory and common law claims and disputes. The arbitration proceedings shall be conducted in Austin, Texas in accordance with the provisions Commercial Dispute Resolution Rules (the “CDR Rules”) of California Code of Civil Procedure Sections 1280 et seq the American Arbitration Association (“AAA”) in effect at the time a demand for arbitration is made. as Optionee is entitled to representation by an attorney throughout the exclusive forum for the resolution of such dispute proceedings at his own expense; provided, however, the Company agrees not to use an attorney in the arbitration hearing if the Optionee agrees to the same. One arbitrator shall be used and shall be chosen by mutual agreement of the parties. If, within 30 days after the Optionee notifies the Company of an arbitrable dispute, no arbitrator has been chosen, an arbitrator shall be chosen from a list or lists of proposed arbitrators submitted by the AAA pursuant to its CDR Rules, except that provisional injunctive relief ( including, but a) the number of preemptory strikes shall not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending limited, and any provisional injunctive relief granted by such court (b) if the parties fail to select an arbitrator from one or more lists, AAA shall remain effective not have the power to appoint the arbitrator but shall continue to submit lists until the matter is finally determined by the Arbitrator; no bond or other security arbitrator has been selected. The arbitrator shall be required in connection therewith coordinate, and limit as appropriate, all pre-arbitral discovery, which shall include document production, information requests, and depositions. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator The arbitrator shall issue a written decision that sets forth and award stating the essential findings reasons therefor. The decision and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on parties, their heirs, executors, administrators, successors, and assigns, and shall be treated as strictly confidential by the parties hereto and may be enforced by any court of competent jurisdiction parties. The parties acknowledge costs and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either expenses of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with borne evenly by the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted parties.

Appears in 3 contracts

Samples: Stock Option Agreement (Vital Farms, Inc.), Stock Option Agreement (Vital Farms, Inc.), Stock Option Agreement (Vital Farms, Inc.)

Arbitration. Any Except as otherwise provided herein, any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory or common law claims, shall be submitted to arbitration in Los Angeles County Denver, California Colorado, before a sole neutral arbitrator (the " Arbitrator "), mutually selected and agreeable to both parties and ”) selected from Judicial Arbitration and Mediation Services Arbiter Group, Inc., Los Angeles County Denver, California Colorado, or its successor ( "JAMS" “JAG”), or if JAMS JAG is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Judicial Arbitration Association and Mediation Services, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. Inc. (“JAMS”), or other mutually agreed upon arbitration provider, as the exclusive forum for the resolution of such dispute ; provided, however, that provisional . Provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment, and under no circumstances shall class claims be processed or participated in by Executive. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him her in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted.

Appears in 3 contracts

Samples: Employment Agreement (Red Robin Gourmet Burgers Inc), Restated Employment Agreement (Red Robin Gourmet Burgers Inc), Restated Employment Agreement (Red Robin Gourmet Burgers Inc)

Arbitration. Any Except as otherwise provided herein, any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory or common law claims, shall be submitted to arbitration in Los Angeles County Denver, California Colorado, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services Arbiter Group, Inc., Los Angeles County Denver, California Colorado, or its successor ( "JAMS" “JAG”), or if JAMS JAG is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Judicial Arbitration Association and Mediation Services, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. Inc. (“JAMS”), or other mutually agreed upon arbitration provider, as the exclusive forum for the resolution of such dispute ; provided, however, that provisional . Provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment, and under no circumstances shall class claims be processed or participated in by Executive. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him her in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted.

Appears in 3 contracts

Samples: Restated Employment Agreement (Red Robin Gourmet Burgers Inc), Employment Agreement (Red Robin Gourmet Burgers Inc), Employment Agreement (Red Robin Gourmet Burgers Inc)

Arbitration. Any Except as provided in Article 3.5 of this Agreement, any controversy arising out of or relating to Executive’s employment, this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to resolved by arbitration before the American Arbitration Association in Los Angeles Orange County, California , before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator arbitrator deems just and equitable , including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based . Any award or relief granted by the Arbitrator arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted Executive’s employment.

Appears in 3 contracts

Samples: Employment Agreement (St John Knits International Inc), Employment Agreement (St John Knits International Inc), Employment Agreement (St John Knits International Inc)

Arbitration. Any Except as provided in Section 6.2 and 17, Executive and the Company agree that any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Orange County, California, before a sole neutral arbitrator (the " Arbitrator "), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be ”) selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator Executive's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted employment.

Appears in 3 contracts

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

Arbitration. Any controversy Except for any claim for injunctive relief arising out of a breach of a Party’s obligations to protect the other’s proprietary information, the Parties agree to arbitrate, in Santa Clara County, California through JAMS, any and all disputes or claims arising out of or relating related to the validity, enforceability, interpretation, performance or breach of this Agreement, its enforcement whether sounding in tort, contract, statutory violation or interpretation otherwise, or because of an alleged breach, default, involving the construction or misrepresentation in connection with application or any of its the terms, provisions, or any conditions of this Agreement. Any arbitration may be initiated by a written demand to the other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, Party. The arbitrator’s decision shall be submitted to arbitration in Los Angeles County final, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association binding, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction conclusive. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company Parties further agree that in any proceeding this Agreement is intended to enforce be strictly construed to provide for arbitration as the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees sole and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with exclusive means for resolution of all disputes hereunder to the dispute up fullest extent permitted by law. The Parties expressly waive any entitlement to have such controversies decided by a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted court or a jury.

Appears in 3 contracts

Samples: Executive Transition Agreement (Energous Corp), NortonLifeLock Inc., Transition Services Agreement (Symantec Corp)

Arbitration. Any controversy In the event of any dispute between the parties, including but not limited to any claims arising out from or related to this Agreement or the termination of or relating to this Agreement, its enforcement any claims related to Executive’s employment or interpretation, or because the termination of an alleged breach, default, or misrepresentation in connection with any of its provisions the Executive’s employment, or any other controversy claims arising out of under the Executive's state and federal laws governing employment by the Company, including, but not limited to, any state or federal statutory (including without limitation discrimination claims , shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator" ), mutually selected such dispute will be determined, upon the written request of either party, by binding arbitration under the auspices of and agreeable pursuant to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from Employment Dispute Resolution Rules of the American Arbitration Association , and . Such arbitration shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq Stamford, Connecticut before a single arbitrator. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited The arbitrator will have no power to add to, temporary restraining orders and preliminary injunctions) may subtract from, but need not or modify any of the terms of this Agreement except that a provision otherwise invalid, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond illegal or other security unenforceable shall be required in connection therewith modified or subtracted from to the least extent necessary to make it valid, legal and enforceable. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion The decision of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder arbitrator shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction . The , and both parties acknowledge and agree that they are hereby waiving any rights hereto consent to trial by jury in any action, proceeding or counterclaim brought by either the personal jurisdiction of the parties against state and federal courts of Connecticut for such purposes. Notwithstanding the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that foregoing, the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to seek injunctive relief against the Executive in the state and federal courts of Connecticut for any breach or threatened breach of any provisions of this Agreement. In addition, in the event that the Company prevails in any such action for injunctive relief, the Executive shall be liable to the Company for all of its or her reasonable attorneys ' fees and legal costs ( incurred in such action, as well as all damages or other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted remedies available at law.

Appears in 3 contracts

Samples: Employment Agreement (Tronox LTD), Employment Agreement (Tronox LTD), Employment Agreement (Tronox LTD)

Arbitration. Any The Executive and the Company agree that any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles King County, California Washington, before a sole neutral arbitrator (the " Arbitrator "), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be ”) selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee . The Executive and the Company further agree , but that in any proceeding to enforce the terms of this Amended Agreement, the prevailing each party shall be entitled to bear its or her reasonable attorneys' own attorneys fees and costs ( other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted expenses.

Appears in 3 contracts

Samples: Severance Agreement (Cti Biopharma Corp), Severance Agreement (Cti Biopharma Corp), Severance Agreement (Cti Biopharma Corp)

Arbitration. Any controversy arising out To ensure rapid and economical resolution of or relating to any disputes regarding this Agreement, you and the Company agree that any and all claims, disputes or controversies of any nature whatsoever arising out of, or relating to, this Agreement, or its enforcement or interpretation, or because of an alleged enforcement, breach, default performance or execution, or misrepresentation in connection your employment with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including or the termination of such employment, including but not limited to, to any state or federal statutory claims, shall be submitted resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in Los Angeles County San Jose, California, California conducted before a sole neutral single arbitrator by JAMS, Inc. ( the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, “JAMS”) or its successor successor, under the then applicable JAMS arbitration rules. The parties each acknowledge that by agreeing to this arbitration procedure, they waive the right to resolve any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding. You will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: ( "JAMS"), or if JAMS is no longer able a) have the authority to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum compel adequate discovery for the resolution of the dispute and to award such dispute relief as would otherwise be available under applicable law in a court proceeding; provided, however, that provisional injunctive relief and ( including, but not limited to, temporary restraining orders and preliminary injunctions b) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions upon on which the Arbitrator's award or decision is based. Any award The arbitrator, and not a court, shall also be authorized to determine whether the provisions of this paragraph apply to a dispute, controversy, or relief granted by claim sought to be resolved in accordance with these arbitration proceedings. The Company shall pay all costs and fees in excess of the Arbitrator hereunder shall amount of court fees that you would be final and binding on required to incur if the parties hereto and may be enforced by any dispute were filed or decided in a court of competent jurisdiction law. The parties acknowledge and agree that they are hereby waiving any rights Nothing in this Agreement is intended to trial by jury in any action, proceeding or counterclaim brought by prevent either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement you or the services rendered hereunder. The parties agree that Company from obtaining injunctive relief in court to prevent irreparable harm pending the Company Shall be responsible for payment of the forum costs conclusion of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the such arbitration ) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted .

Appears in 3 contracts

Samples: Restated Employment Agreement (Aquantia Corp), Restated Employment Agreement (Aquantia Corp), Restated Employment Agreement (Aquantia Corp)

Arbitration. Any controversy To provide a mechanism for rapid and economical dispute resolution, Executive and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising out of from or relating to this Agreement (including the Release Agreement ) and its enforcement, its enforcement performance, breach, or interpretation, or because of an alleged breach will be resolved, default to the fullest extent permitted by law, or misrepresentation by final, binding, and confidential arbitration before a single arbitrator held in connection with any of San Diego, California and conducted by Judicial Arbitration & Mediation Services/Endispute (“JAMS”), under its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, then-existing Rules and Procedures. The parties shall be submitted entitled to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association conduct adequate discovery, and shall be conducted in accordance with they may obtain all remedies available to the provisions of California Code of Civil Procedure Sections 1280 et seq. parties as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until if the matter is finally determined by the Arbitrator; no bond or other security shall be required had been tried in connection therewith court. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator The arbitrator shall issue a written decision that sets forth which specifies the essential findings of fact and conclusions upon of law on which the Arbitrator's award or arbitrator’s decision is based. Any Judgment upon the award or relief granted rendered by the Arbitrator hereunder shall be final and binding on the parties hereto and arbitrator may be enforced entered by any court having jurisdiction thereof. Unless otherwise required by law, the arbitrator will award reasonable expenses (including reimbursement of the assigned arbitration costs) to the prevailing party. Nothing in this Section 9.8 or in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in a court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights jurisdiction to trial by jury in any action, proceeding or counterclaim brought by either of prevent irreparable harm pending the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs conclusion of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the such arbitration ) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted .

Appears in 3 contracts

Samples: Chief Executive Officer Employment Agreement (La Jolla Pharmaceutical Co), Executive Employment Agreement (La Jolla Pharmaceutical Co), Chief Executive Officer Employment Agreement (La Jolla Pharmaceutical Co)

Arbitration. Any controversy To the extent not resolved through mediation as provided in Section 15.6, all claims, disputes and other matters in question arising out of or relating to this Agreement, its any termination of the Executive’s employment, the enforcement or interpretation interpretation of this Agreement, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions the provisions of this Agreement, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, including (without limitation) any state or federal statutory claims, shall be submitted to resolved by binding arbitration in Los Angeles Santa Clara County, California, before a sole neutral arbitrator (the " Arbitrator "), ”) mutually selected and agreeable to both by the parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor Services ( " JAMS "), or if ”) in accordance with the rules and procedures of JAMS then in effect. If JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be mutually selected from the American Arbitration Association Association (“AAA”). The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforced in accordance with, and shall be conducted in accordance consistently with the provisions of Title 9 of Part 3 of the California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution remedy of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction . The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted .

Appears in 3 contracts

Samples: Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp), Employment Agreement (Heritage Commerce Corp)

Arbitration. Any controversy Unless otherwise prohibited by law or specified below, all disputes, claims and causes of action, in law or equity, arising out of from or relating to this Agreement Agreement or its enforcement, its enforcement performance, breach, or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, including but not limited to, any state or federal to statutory claims, shall be submitted resolved solely and exclusively by final and binding arbitration held in San Francisco, California through JAMS, Inc. (“JAMS”) under the then-existing JAMS employment law arbitration rules. However, nothing in this Section 6.5 is intended to prevent either party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. By agreeing to this arbitration in Los Angeles County procedure, California, before both Executive and the Company waive the right to resolve any such dispute through a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California trial by jury or judge, or its successor administrative proceeding. The arbitrator shall: ( "JAMS"), or if JAMS is no longer able a) have the authority to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum compel adequate discovery for the resolution of the dispute and to award such dispute relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Each party in any such arbitration shall be responsible for its own attorneys’ fees, costs and necessary disbursement; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders in the event one party refuses to arbitrate and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any party seeks to compel arbitration hereunder by court order, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement if such other party prevails, the prevailing party it shall be entitled to its or her recover reasonable attorneys ' ’ fees, costs and necessary disbursements. Pursuant to California Civil Code Section 1717, each party warrants that it was represented by counsel in the negotiation and execution of this Agreement, including the attorneys’ fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted provision herein.

Appears in 3 contracts

Samples: Severance Benefits Agreement (Onyx Pharmaceuticals Inc), Severance Benefits Agreement (Onyx Pharmaceuticals Inc), Severance Benefits Agreement (Onyx Pharmaceuticals Inc)

Arbitration. Any Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any dispute, claim or controversy arising out of, connected with or relating to the Loan Agreement or any other Loan Document (“Disputes”) between or among the Borrower, the Agent and the Banks, or any of them, shall be resolved by binding arbitration as provided herein. Institution of a judicial proceeding by a party does not waive the right of that party to demand arbitration hereunder. Disputes may include, without limitation, tort claims, counterclaims, claims brought as class actions, claims arising from documents executed in the future, or claims arising out of or relating connected with the transactions contemplated by the Loan Agreement and the other Loan Documents. Arbitration shall be conducted under and governed by the Commercial Financial Disputes Arbitration Rules (the “Arbitration Rules” of the American Arbitration Association (the “AAA”), as in effect from time to time, and Title 9 of the U.S. Code, as amended. All arbitration hearings shall be conducted in Philadelphia, Pennsylvania. The expedited procedures set forth in the Arbitration Rules shall be applicable to claims of less than $1,000,000. All applicable statutes of limitation shall apply to any Dispute. A judgment upon the award may be entered in any court having jurisdiction. The panel from which all arbitrators are selected shall be comprised of licensed attorneys. The single arbitrator selected for expedited procedure shall be a retired judge from the highest court of general jurisdiction, state or federal, of the state where the hearing will be conducted. Notwithstanding the foregoing, this Agreement arbitration provision does not apply to Disputes under or related to Swap Agreements or Disputes to which the Borrower is not a party. Notwithstanding the preceding binding arbitration provisions, its enforcement the parties hereto agree to preserve, without diminution, certain remedies that any party hereto may employ or interpretation exercise freely, either alone, in conjunction with or because during a Dispute. Any party hereto shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (1) all rights of self-help, including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (2) obtaining provisional or ancillary remedies, including injunctive relief, sequestration, garnishment, attachment, appointment of a receiver and filing an involuntary bankruptcy proceeding; and (3) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an alleged breach arbitrator to grant similar remedies that may be requested by a party in a Dispute. The parties hereto agree that no party shall have a remedy of punitive or exemplary damages against any other party in any Dispute, default, and each party hereby waives any right or misrepresentation claim to punitive or exemplary damages that it has now or that may arise in the future in connection with any Dispute, whether such Dispute is resolved by arbitration or judicially. Waiver of its provisions Jury Trial. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD ANY RIGHT OR CLAIM TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, or any other controversy arising out of the Executive's employment by the Company DIRECTLY OR INDIRECTLY, including ANY MATTER (WHETHER SOUNDING IN TORT, but not limited to CONTRACT, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions OR OTHERWISE) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY LOAN DOCUMENT.

Appears in 3 contracts

Samples: Term Loan Agreement (Integrated Circuit Systems Inc), Term Loan Agreement (Integrated Circuit Systems Inc), Term Loan Agreement (Integrated Circuit Systems Inc)

Arbitration. Any controversy arising out of or relating to this Agreement ANY ACTION, its enforcement or interpretation DISPUTE OR CONTROVERSY ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR OTHERWISE CONCERNING THE RELATIONSHIP BETWEEN THE AUTHORITY AND/OR ANY OF THE STADIUM PARTIES, or because of an alleged breach ON THE ONE HAND, default AND THE LICENSEE, or misrepresentation in connection with any of its provisions ON THE OTHER HAND, or any other controversy arising out of the Executive's employment by the Company WHETHER ARISING IN CONTRACT, including TORT, but not limited to OR OTHERWISE, any state or federal statutory claims SHALL BE SUBMITTED AND DECIDED BY ARBITRATION UNDER THE COMPREHENSIVE ARBITRATION RULES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES (“JAMS”) WHICH ARE CURRENTLY AVAILABLE AT HTTP://WWW.JAMSADR.COM/RULES- COMPREHENSIVE-ARBITRATION/. THE PARTIES AGREE THAT THE VENUE FOR ANY ARBITRATION PROCEEDING SHALL BE A REASONABLE LOCATION WITHIN CLARK COUNTY, shall be submitted to arbitration in Los Angeles County NEVADA. THE DECISION IN ANY ARBITRATION PROCEEDING SHALL BE FINAL AND BINDING UPON THE AUTHORITY, California THE STADIUM PARTIES, before a sole neutral arbitrator (the "Arbitrator") AND THE LICENSEE, mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services AS APPLICABLE. THE ARBITRATOR SHALL HAVE THE POWER TO AWARD DAMAGES OR GRANT REMEDIES THAT WOULD OTHERWISE BE AVAILABLE UNDER NEVADA LAW IN A NEVADA STATE COURT HAVING JURISDICTION, Inc. BUT SHALL NOT HAVE THE POWER TO AWARD ANY OTHER DAMAGES OR GRANT ANY OTHER RELIEF, Los Angeles County AND SHALL NOT HAVE THE POWER TO AWARD PUNITIVE DAMAGES AGAINST ANY PARTY OR TO VARY THE PROVISIONS OF THIS LICENSE AGREEMENT. THE LOSING PARTY IN ANY SUCH PROCEEDING SHALL PAY THE COSTS THEREOF, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted INCLUDING REASONABLE ATTORNEYS’ FEES.

Appears in 2 contracts

Samples: Personal Seat License Agreement, Personal Seat License Agreement

Arbitration. Any controversy arising out of or relating to this Agreement ANY DISPUTE, its enforcement or interpretation CONTROVERSY, or because of an alleged breach OR CLAIM CONCERNING THE RIGHTS OR OBLIGATIONS OF THE PARTIES, default INCLUDING, or misrepresentation in connection with any of its provisions WITHOUT LIMITATION, or any other controversy arising out of the Executive's employment by the Company ANY CONDITION OR ELEMENT OF THE UNIT, including NEIGHBORHOOD OR NEARBY PROPERTY; THE NEED OR EFFECTIVENESS OF ANY REPAIR OR REPLACEMENT UNDER THE LIMITED WARRANTY; OR ANY CLAIM OR MISREPRESENTATION, but not limited to FRAUD, any state or federal statutory claims OR BREACH OF THIS AGREEMENT, shall be submitted to arbitration in Los Angeles County SHALL BE SUBMITTED TO AND SETTLED BY BINDING ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT, California TITLE 9 U.S.C. SELLER AND PURCHASER AGREE THAT SUCH ARBITRATION SHALL BE MANDATORY AND BINDING AND SHALL BE IN LIEU OF ANY OTHER LEGAL PROCESS OR REMEDY. ARBITRATION MAY BE REQUESTED BY EITHER PARTY AND SHALL BE CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION ACCORDING TO ITS COMMERCIAL RULES. THE ARBITRATION SHALL AWARD ATTORNEY’S FEES, before a sole neutral arbitrator (the "Arbitrator") EXPERT WITNESS FEES, mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services AND REASONABLE COSTS TO THE PARTY WHOSE POSITION IS UPHELD BY THE ARBITRATOR. SHOULD PURCHASER, Inc. IN VIOLATION OF THIS PARAGRAPH 27, Los Angeles County COMMENCE LEGAL ACTION IN A COURT, California SELLER SHALL HAVE THE RIGHT TO HAVE SUCH LEGAL ACTION DISMISSED AND TO RECOVER THE COST OF OBTAINING THE DISMISSAL. FURTHER, or its successor ("JAMS") THE FILING OF ANY LEGAL ACTION IN VIOLATION OF THIS PARAGRAPH 27 SHALL NOT SERVE TO TOLL ANY STATUTE OF LIMITATIONS OR TIME PROVISION SET FORTH IN THIS AGREEMENT, or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted THE LIMITED WARRANTY OR APPLICABLE LAW.

Appears in 2 contracts

Samples: Unit Purchase Agreement, bright-media.brightmls.com

Arbitration. Any controversy Dispute between Employee and Company shall be resolved exclusively and finally by arbitration administered by the National Arbitration Forum (NAF) and conducted under its rules, except as otherwise provided below. Employee and Company will agree on another arbitration forum if NAF ceases operations. The term “Dispute”, for purposes of this provision, shall mean any dispute, controversy, or claim arising out of or relating to (i) this Agreement, its enforcement or enforcement, interpretation, termination, applicability or because of validity thereof, (ii) an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company (iii) Employee’s employment, including, but not limited to, any state or federal statutory claims . The arbitration shall be conducted before a single arbitrator and will be limited solely to the Dispute between Employee and the Company. The arbitration, or any portion of it, shall not be submitted to consolidated with any other arbitration and shall not be conducted on a class-wide or class action basis. The arbitration shall be held in Los Angeles County Angeles, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, California and shall be conducted in accordance with the provisions NAF rules for the resolution of California Code of Civil Procedure Sections 1280 et seq. Employment Disputes as the exclusive forum for the resolution of such dispute Dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security arbitrator. This arbitration agreement shall be required in connection therewith. Final enforceable pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-14 et seq., and final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. Except as specifically provided for herein, should either party bring a Dispute in a forum other than the NAF, the arbitrator may award the other party its reasonable costs and expenses, including attorneys fees, incurred in staying or dismissing such other proceedings or in otherwise enforcing compliance with this dispute resolution provision. The parties acknowledge acknowledge, agree and agree understand that they are hereby unequivocally waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder litigate disputes through a court, including the Arbitrator's fee right to litigate claims on a class-wide or class action basis, and that they have expressly and knowingly waived those rights and agree to resolve any Disputes through binding arbitration in accordance with the provisions of this paragraph. The Executive Employee and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys ' fees and costs ( other than including forum costs associated with the arbitration) incurred by it or him her in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted . Information may be obtained from the NAF on line at www.arb-forum.org, by calling 800-474-2371, or writing to P.O. Box 50191, Minneapolis, MN, 55405.

Appears in 2 contracts

Samples: Employment Agreement (Gemstar Tv Guide International Inc), Employment Agreement (Gemstar Tv Guide International Inc)

Arbitration. Any controversy and all claims, demands, causes of action, ----------- disputes, controversies and other matters in question arising out of or relating to this Agreement, its enforcement or interpretation the alleged breach thereof, or because in any way relating to the subject matter of an alleged breach this Agreement ("CLAIMS"), default even though some or all of such Claims allegedly are extracontractual in nature, whether such Claims sound in contract, tort or otherwise, at law or in equity, under state or federal law, whether provided by statute or the common law, for damages or any other relief, shall be resolved and decided exclusively by binding arbitration pursuant to the Federal Arbitration Act in accordance with the Commercial Arbitration Rules then in effect with the American Arbitration Association. The arbitration proceeding shall be conducted in Dallas, Texas. The arbitration shall be before a panel of three arbitrators. Each party to such dispute shall select one arbitrator (with all Management Investors parties to the dispute considered to be one party) and the two arbitrators selected by the parties shall select the third arbitrator. The arbitrators are authorized to issue subpoenas for depositions and other discovery mechanisms, as well as trial subpoenas, in accordance with the Federal Rules of Civil Procedure. Either party may initiate a proceeding in the appropriate United States District Court to enforce this provision. This agreement to arbitrate shall be enforceable in either federal or state court. Judgment upon any award rendered in any such arbitration proceeding may be entered by any federal or state court having jurisdiction. The enforcement of this agreement to arbitrate and all procedural aspects of this agreement to arbitrate, including the construction and interpretation of this agreement to arbitrate, the scope of the arbitrable issues, allegations of waiver, delay or defenses to arbitrability, and the rules governing the conduct of the arbitration, shall be governed by and construed pursuant to the Federal Arbitration Act. The arbitrators shall have no authority to award punitive (including without limitation any exemplary damages, treble damages, or misrepresentation any other penalty or punitive type of damages), consequential, incidental or indirect damages (in tort, contract or otherwise) under any circumstances. The parties hereto hereby waive their right, if any, to recover such damages in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction Claims. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party arbitrators shall be entitled to its or her reasonable attorneys' fees and award costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up arbitration and attorney's fees as they deem appropriate. Prior to the institution of a maximum Claim under this Agreement by any Person, such Person shall provide to the Corporation and all other Parties to this Agreement a written notice specifying the nature and basis of Fifty Thousand Dollars the Claim. The Persons who are the subject of any Claim shall be given thirty ( $50,000.00 30) in addition days to cure any other relief granted breach before any Claim is filed. It is further agreed that prior to such Claims being submitted to the arbitrators on such Claims, the parties to the Claims shall attempt to resolve such Claims through non-binding mediation of such Claims provided that such mediation period shall not exceed 30 days from the date such Claim is asserted.

Appears in 2 contracts

Samples: Representations and Warrant (Coda Energy Inc), Constitutes the Entire Agreement (Coda Energy Inc)

Arbitration. Any controversy arising out and every dispute of or relating to this Agreement any nature whatsoever that may arise between the Parties, its enforcement or interpretation whether sounding in contract, or because of an alleged breach statute, default tort, or misrepresentation in connection with any of its provisions fraud, misrepresentation, discrimination or any other controversy arising out of the Executive's employment by the Company legal theory, including, but not limited to, disputes relating to or involving the construction, performance or breach of this Agreement or any other agreement between the Parties, whether entered into prior to, on, or subsequent to the date of this Agreement, or those arising under any federal, state or federal statutory claims local law, regulation or ordinance, shall be submitted to determined by binding arbitration in Los Angeles County, California, before a sole neutral arbitrator ( accordance with the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from then—current commercial arbitration rules of the American Arbitration Association, and shall be conducted in accordance to the extent such rules do not conflict with the provisions of California Code this paragraph. If the amount in controversy in the arbitration exceeds Two Hundred Fifty Thousand Dollars ($250,000), exclusive of Civil Procedure Sections 1280 et seq interest, attorneys’ fees and costs, the arbitration shall be conducted by a panel of three (3) neutral arbitrators. as Otherwise, the exclusive forum for arbitration shall be conducted by a single neutral arbitrator. The Parties shall endeavor to select neutral arbitrators by mutual agreement. If such agreement cannot be reached within thirty (30) calendar days after a dispute has arisen which is to be decided by arbitration, any Party or the resolution Parties jointly shall request the American Arbitration Association to submit to each Party an identical panel of such dispute; provided fifteen (15) persons. Alternate strikes shall be made to the panel, commencing with the Party bringing the claim, until the names of three (3) persons remain, or one (1) person if the case is to be heard by a single arbitrator. The Parties may, however, that provisional injunctive relief (including by mutual agreement, but not limited to, temporary restraining orders and preliminary injunctions request the American Arbitration Association to submit additional panels of possible arbitrators. The person(s) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security thus remaining shall be required in connection therewith the arbitrator(s) for such arbitration. Final resolution If three (3) arbitrators are selected, the arbitrators shall elect a chairperson to preside at all meetings and hearings. The arbitrator(s), or a majority of any dispute through arbitration may include any remedy or relief that them, shall have the Arbitrator deems just and equitable, including any and power to determine all remedies provided by applicable state or federal statutes. At matters incident to the conclusion conduct of the arbitration, including without limitation all procedural and evidentiary matters and the Arbitrator shall issue scheduling of any hearing. The award made by a written decision that sets forth majority of the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder arbitrators shall be final and binding on upon the parties hereto Parties thereto and the subject matter thereof. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator(s) may be enforced entered by any court having jurisdiction thereof. The arbitrators shall have no authority to award punitive or exemplary damages or any statutory multiple damages, and shall only have the authority to award compensatory damages, arbitration costs, attorney’s fees, declaratory relief, and permanent injunctive relief, if applicable. Unless otherwise agreed by the parties, the arbitration shall be held in Louisville, Kentucky. This Section 8.7 shall not prevent either Party from seeking a temporary restraining order or temporary or preliminary injunctive relief from a court of competent jurisdiction jurisdiction in order to protect its rights under this Agreement. The parties acknowledge and agree that they are hereby waiving any rights In the event a Party seeks such injunctive relief pursuant to trial by jury in any action this Agreement, proceeding or counterclaim brought by either such action shall not constitute a waiver of the parties against provisions of this Section 8.7, which shall continue to govern any and every dispute between the Parties, including without limitation the right to damages, permanent injunctive relief and any other in connection with any matter whatsoever arising out of remedy, at law or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted equity.

Appears in 2 contracts

Samples: Professional Business Management Agreement (Eyemasters Inc), Retail Business Management Agreement (Eyemasters Inc)

Arbitration. Any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement, its enforcement including, without limitation, any action or claim based on tort, contract, or statute or concerning the interpretation, or because effect, termination, validity, performance and/or breach of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims this Agreement (“Claim”), shall be submitted to resolved by final and binding arbitration before a single arbitrator (“Arbitrator”) who is knowledgeable in the subject matter at issue in the dispute. The Arbitrator will be selected by mutual agreement of the parties. The arbitration shall be held in Los Angeles County, California , before a sole neutral arbitrator ( . Arbitration of Claims between the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with Sections 1282 through 1288 of the provisions of California Code of Civil Procedure Sections 1280 et seq Procedure. The Arbitrator shall, within 15 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 (i) to award non-economic damages, such as the exclusive forum for the resolution emotional distress, pain and suffering or loss of such dispute consortium, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that provisional injunctive the damage limitations described in parts (i) and (ii) of this sentence will not apply if such damages are statutorily imposed. The Arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief he or she deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a Party is the prevailing Party, and if so, to award to that prevailing Party reimbursement for its reasonable attorneys’ *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. fees, costs and disbursements (including, but not limited to for example, temporary restraining orders expert witness fees and preliminary injunctions) may expenses, but need not photocopy charges, be sought by either party travel expenses, etc.), and/or the fees and costs of the Arbitrator. Each Party shall fully perform and satisfy the arbitration award within 15 days of the service of the award. By agreeing to this Amended Agreement binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a Claim between the parties were determined by litigation in any court, including, without limitation, the right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence. Notwithstanding the foregoing, either Party shall have the right to pursue an action in a court of competent jurisdiction while arbitration proceedings are pending, and any provisional to obtain injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required equitable remedy, in connection therewith. Final order to preserve the status quo during the resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with under this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted provision.

Appears in 2 contracts

Samples: Supply Agreement (Skinmedica Inc), Supply Agreement (Skinmedica Inc)

Arbitration. Any controversy arising out of or relating to Executive's employment, this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Orange County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles Orange County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections Code ss.ss. 1280 et seq. as the exclusive forum for the resolution remedy of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable , including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based . Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator Executive's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted employment.

Appears in 2 contracts

Samples: Employee Invention and Confidentiality Agreement (Western Digital Corp), Western Digital Corp

Arbitration. Any controversy arising out of or relating to Executive’s employment, any termination of Executive’s employment, this Agreement, its enforcement or interpretation, Agreement or because of an alleged breach, default, or misrepresentation in connection with any of its provisions the provisions of this Agreement, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, including (without limitation) any state or federal statutory claims, shall be submitted to arbitration final and binding arbitration, to be held in Los Angeles Ventura County, California, California before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator arbitrator. The arbitration shall be selected from administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the American Arbitration Association, and shall award may be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement entered in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent having jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in this Amended Agreement or the services rendered hereunder Section 12. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding with respect to enforce the terms of this Amended Agreement such matters, the prevailing each party shall be entitled to bear its or her reasonable attorneys' own attorney’s fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted costs.

Appears in 2 contracts

Samples: Employment Agreement (Vitesse Semiconductor Corp), Employment Agreement (Vitesse Semiconductor Corp)

Arbitration. Any controversy arising out of or relating to the Executive’s employment (whether or not before or after the expiration of the Period of Employment), any termination of the Executive’s employment, this Agreement, its the Confidentiality Agreement, the Option Agreement, the Prior Grant Agreements, the Indemnification Agreement, the enforcement or interpretation interpretation of any of such agreements, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions the provisions of any such agreement, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, including (without limitation) any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Alameda County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, Inc. or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association , and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute ; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security arbitrator. The arbitration shall be required in connection therewith administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding Judgment on the parties hereto and award may be enforced by entered in any court of competent having jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in the first sentence of the first paragraph of this Amended Agreement or the services rendered hereunder Section 19. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's arbitrator’s fee. The Executive and the Company parties further agree that in any proceeding with respect to enforce the terms of this Amended Agreement such matters, the prevailing party shall will be entitled to recover its or her reasonable attorneys' attorney’s fees and costs from the non-prevailing party (other than forum costs associated with the arbitration) incurred arbitration which in any event shall be paid by it or him in connection with resolution the Company). Without limiting the remedies available to the parties and notwithstanding the foregoing provisions of this Section 19, the Executive and the Company acknowledge that any breach of any of the dispute up covenants or provisions contained in Section 7 or 8 of this Agreement or in the Confidentiality Agreement could result in irreparable injury to either of the parties hereto for which there might be no adequate remedy at law, and that, in the event of such a maximum breach or threat thereof, the non-breaching party shall be entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the other party hereto from engaging in any activities prohibited by any covenant or provision in Section 7 or 8 of Fifty Thousand Dollars ($50,000.00) this Agreement or in addition the Confidentiality Agreement or such other equitable relief as may be required to enforce specifically any other relief granted of such covenants or provisions.

Appears in 2 contracts

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

Arbitration. Any controversy arising out of or relating to the Executive’s employment or membership on the Board (whether or not before or after expiration of the Period of Employment), any termination of the Executive’s employment or membership on the Board, this Agreement, its the Confidentiality Agreement, the Non-Competition Agreement, the Option Agreement, the enforcement or interpretation interpretation of any of such agreements, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions the provisions of any such agreement, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, including (without limitation) any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County Boston, California, Massachusetts before a sole neutral arbitrator ( mutually agreed upon by the "Arbitrator") Executive and the Company. In the event the parties can not mutually agree upon such an arbitrator, mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator dispute shall be selected from heard by a panel of three arbitrators, one appointed by the American Arbitration Association Company, one appointed by the Executive, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq third heard by the other two arbitrators. as Notwithstanding the exclusive forum for the resolution of such dispute; provided foregoing, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond arbitrator (or other security arbitrators). The arbitration shall be required in connection therewith administered by American Arbitration Association pursuant to its Employment Arbitration Rules and Mediation Procedures. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding Judgment on the parties hereto and award may be enforced by entered in any court of competent having jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in the first sentence of the first paragraph of this Amended Agreement Section 16. To the extent permitted by law, the prevailing party (if a prevailing party is determined to exist by the arbitrator or arbitrators) in any proceeding or action under this Section 16 shall be entitled, in addition to any other damages or relief awarded, to an award of reasonable legal and accounting fees, expenses and other out-of-pocket costs incurred by such party (including any costs and fees incurred by and payable to the services rendered hereunder. The parties agree arbitrator (or arbitrators) and any costs incurred in enforcing any such award), not to exceed such fees incurred by the non-prevailing party regardless of whether such proceeding or action proceeds to final judgment; provided, however, that the Company Shall shall not be responsible deemed a “prevailing party” for payment this purpose unless the arbitrator (or arbitrators) determines that the Executive did not have a reasonable good faith belief that he would prevail as to at least one material issue presented to the arbitrator (or arbitrators). Without limiting the remedies available to the parties and notwithstanding the foregoing provisions of this Section 16, the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree acknowledge that any breach of any of the covenants or provisions contained in any proceeding the Confidentiality Agreement or in the Non-Competition Agreement could result in irreparable injury to enforce either of the terms parties hereto for which there might be no adequate remedy at law, and that, in the event of this Amended Agreement such a breach or threat thereof, the prevailing non-breaching party shall be entitled to its obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the other party hereto from engaging in any activities prohibited by any covenant or her reasonable attorneys' fees and costs ( provision in the Confidentiality Agreement or the Non-Competition Agreement, as applicable, or such other than forum costs associated with the arbitration) incurred by it equitable relief as may be required to enforce specifically any of such covenants or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted provisions.

Appears in 2 contracts

Samples: Employment Agreement (Seracare Life Sciences Inc), Employment Agreement (Seracare Life Sciences Inc)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Employee’s employment with LBI Media or the Executive's termination of Employee’s employment by the Company with LBI Media, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Agreement. The parties agree that Arbitrator shall determine the Company Shall allocation of associated fees and costs in accordance with applicable law. Except as may be responsible for payment necessary to enter judgment upon the award or to the extent required by applicable law, all claims, defenses and proceedings (including, without limiting the generality of the forum costs foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the parties and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any third party or person not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any court proceedings relating to the arbitration hereunder, including including, without limiting the Arbitrator's fee. The Executive and generality of the Company further agree that in any proceeding foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce the terms of this Amended Agreement an arbitration award, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated filed under seal with the arbitration) incurred court, to the extent permitted by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted law.

Appears in 2 contracts

Samples: Severance and Mutual General Release Agreement (Lbi Media Inc), Severance and Mutual General Release Agreement (Lbi Media Holdings Inc)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Employee’s employment with the Executive's Company or the termination of Employee’s employment by with the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Orange County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles Orange County, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. The Company shall bear all administrative costs of any arbitration initiated under this Section 18, including any filing fees and arbitrator fees. At the conclusion of the arbitration, the Arbitrator arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator arbitrator hereunder shall be final and binding on the parties Parties hereto and may be enforced by any court of competent jurisdiction. The parties Parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties Parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Agreement. The parties agree arbitrator shall award reasonable attorney’s fees (including reasonable disbursements) to the party that the Company Shall arbitrator has determined to be responsible for payment the prevailing party in such arbitration. Except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all claims, defenses and proceedings (including, without limiting the generality of the forum costs foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the Parties and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any third party or person not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any court proceedings relating to the arbitration hereunder, including including, without limiting the Arbitrator's fee. The Executive and generality of the Company further agree that in any proceeding foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce the terms of this Amended Agreement an arbitration award, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated filed under seal with the arbitration) incurred court, to the extent permitted by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted law.

Appears in 2 contracts

Samples: Employment Agreement (Wet Seal Inc), Employment Agreement (Wet Seal Inc)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections (S)(S) 1280 et seq. as the exclusive forum for the resolution of such ------ dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need -------- ------- not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive's employment. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her his reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted.

Appears in 2 contracts

Samples: Employment Agreement (Rose Hills Co), Rose Hills Co

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s employment with the Company or the termination of Executive 's ’s employment by with the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Broward County, California Florida, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association , and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute ,; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. The Company shall bear all administrative costs of any arbitration initiated under this Section 15, including any filing fees and arbitrator fees. At the conclusion of the arbitration, the Arbitrator arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Agreement. The parties agree arbitrator shall award reasonable attorney’s fees (including reasonable disbursements) to the party that the Company Shall arbitrator has determined to be responsible for payment the prevailing party in such arbitration. Except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all claims, defenses and proceedings (including, without limiting the generality of the forum costs foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the parties hereto and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any person or entity not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any court proceedings relating to the arbitration hereunder, including including, without limiting the Arbitrator's fee. The Executive and generality of the Company further agree that in any proceeding foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce the terms of this Amended Agreement an arbitration award, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated filed under seal with the arbitration) incurred court, to the extent permitted by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted law.

Appears in 2 contracts

Samples: Employment Agreement (Vapor Corp.), Employment Agreement (Vapor Corp.)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s employment with the Company or the termination of Executive 's ’s employment by with the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Miami-Dade County, California Florida, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association , and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute ,; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. The Company shall bear all administrative costs of any arbitration initiated under this Section 12, including any filing fees and arbitrator fees. At the conclusion of the arbitration, the Arbitrator arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Agreement. The parties agree arbitrator shall award reasonable attorney’s fees (including reasonable disbursements) to the party that the Company Shall arbitrator has determined to be responsible for payment the prevailing party in such arbitration. Except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all claims, defenses and proceedings (including, without limiting the generality of the forum costs foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the parties hereto and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any person or entity not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any court proceedings relating to the arbitration hereunder, including including, without limiting the Arbitrator's fee. The Executive and generality of the Company further agree that in any proceeding foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce the terms of this Amended Agreement an arbitration award, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated filed under seal with the arbitration) incurred court, to the extent permitted by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted law.

Appears in 2 contracts

Samples: Employment Agreement (MJ Holdings, Inc.), Employment Agreement (MJ Holdings, Inc.)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s employment with the Company or the termination of Executive 's ’s employment by with the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County New York, California New York, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association , and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute ,; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. The Company shall bear all administrative costs of any arbitration initiated under this Section 15, including any filing fees and arbitrator fees.At the conclusion of the arbitration, the Arbitrator arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator arbitrator's award or decision is based. Any award or relief granted by the Arbitrator arbitrator hereunder shall be final and binding on the parties Parties hereto and may be enforced by any court of competent jurisdiction. The parties Parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties Parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Agreement. The parties agree arbitrator shall award reasonable attorney’s fees (including reasonable disbursements) to the party that the Company Shall arbitrator has determined to be responsible for payment the prevailing party in such arbitration. Except as may be necessary to enter judgment upon the award or to the extent required by applicable law, all claims, defenses and proceedings (including, without limiting the generality of the forum costs foregoing, the existence of the controversy and the fact that there is an arbitration proceeding) shall be treated in a confidential manner by the arbitrator, the Parties and their counsel, and each of their agents, employees and all others acting on behalf of or in concert with them. Without limiting the generality of the foregoing, no one shall divulge to any third party or person not directly involved in the arbitration the contents of the pleadings, papers, orders, hearings, trials, or awards in the arbitration, except as may be necessary to enter judgment upon an award as required by applicable law. Any court proceedings relating to the arbitration hereunder, including including, without limiting the Arbitrator's fee. The Executive and generality of the Company further agree that in any proceeding foregoing, to prevent or compel arbitration or to confirm, correct, vacate or otherwise enforce the terms of this Amended Agreement an arbitration award, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated filed under seal with the arbitration) incurred court, to the extent permitted by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted law.

Appears in 2 contracts

Samples: Employment Agreement (Cur Media, Inc.), Employment Agreement (Cur Media, Inc.)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory or common law claims, shall be submitted to arbitration in Los Angeles County Denver, California Colorado, before a sole neutral arbitrator (the " Arbitrator "), mutually selected and agreeable to both parties and ”) selected from Judicial Arbitration and Mediation Services Arbiter Group, Inc., Los Angeles County Denver, California Colorado, or its successor ( "JAMS" “JAG”), or if JAMS JAG is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Judicial Arbitration Association and Mediation Services, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. Inc. (“JAMS”), or other mutually agreed upon arbitration provider, as the exclusive forum for the resolution of such dispute ; provided, however, that provisional . Provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment, and under no circumstances shall class claims be processed or participated in by Executive. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her his reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him his in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted.

Appears in 2 contracts

Samples: Restated Employment Agreement (Red Robin Gourmet Burgers Inc), Restated Employment Agreement (Red Robin Gourmet Burgers Inc)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory or common law claims, shall be submitted to arbitration in Los Angeles County Denver, California Colorado, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services Arbiter Group, Inc., Los Angeles County Denver, California Colorado, or its successor ( "JAMS" “JAG”), or if JAMS JAG is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Judicial Arbitration Association and Mediation Services, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. Inc. (“JAMS”), or other mutually agreed upon arbitration provider, as the exclusive forum for the resolution of such dispute ; provided, however, that provisional . Provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment, and under no circumstances shall class claims be processed or participated in by Executive. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her his reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him his in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted.

Appears in 2 contracts

Samples: Amendment to Employment Agreement (Red Robin Gourmet Burgers Inc), Employment Agreement (Red Robin Gourmet Burgers Inc)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory or common law claims, shall be submitted to arbitration in Los Angeles County Denver, California Colorado, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from the Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor Inc. ( " JAMS " ), or if JAMS is no longer able to supply other mutually agreed upon arbitration provider (in either case, the Arbitrator ”), such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute ; provided, however, that provisional . Provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment, and under no circumstances shall class claims be processed or participated in by Executive. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or his or her reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted.

Appears in 2 contracts

Samples: Executive Employment Agreement (Jagged Peak Energy Inc.), Executive Employment Agreement (Jagged Peak Energy Inc.)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of or related to the Executive's employment by the Company Award, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles San Francisco County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County San Francisco, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or any of the services rendered hereunder matters referenced in the first sentence above. The parties agree that the Company Shall Corporation shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's arbitrator’s fee. The Executive and the Company parties further agree that in any proceeding with respect to enforce the terms of this Amended Agreement such matters, the prevailing each party shall be entitled to bear its or her reasonable attorneys' own attorney’s fees and costs (other than forum costs associated with the arbitration) incurred by it or him or her in connection with the resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted dispute.

Appears in 2 contracts

Samples: Restricted Stock Award Agreement (CytomX Therapeutics, Inc.), Restricted Stock Award Agreement (CytomX Therapeutics, Inc.)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the " Arbitrator " ), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith . .Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction . .The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted.

Appears in 2 contracts

Samples: Employment Agreement (Skilled Healthcare Group, Inc.), Employment Agreement (Skilled Healthcare Group, Inc.)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Orange County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County Orange, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive's employment. The parties agree hereto that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her his reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted . Notwithstanding this provision, the parties hereto may mutually agree to mediate any dispute prior to or following submission to arbitration.

Appears in 2 contracts

Samples: Qlogic Corp, Qlogic Corp

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's ’s employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the " Arbitrator " ), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted.

Appears in 2 contracts

Samples: Employment Agreement (Skilled Healthcare Group, Inc.), Employment Agreement (Skilled Healthcare Group, Inc.)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the " Arbitrator ") ”) (but in the event the parties fail to agree on a neutral arbitrator within ten (10) business days of a party raising the selection issue, mutually selected and agreeable the parties agree to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from select an arbitrator with the American Arbitration Association, Association (“AAA”) through its selection process) and shall be conducted in accordance with the provisions National Rules for the Resolution of California Code Employment Disputes of Civil Procedure Sections 1280 et seq. the AAA as the exclusive forum for the resolution of such dispute; provided, however, that provisional the Arbitrator must allow the discovery authorized by the California Arbitration Act or the discovery that the Arbitrator deems necessary for the parties to vindicate their respective claims or defenses. The arbitration shall take place in San Francisco, California or, at the Executive’s option, the county in which the Executive primarily worked with the Company at the time when the claim or controversy first arose. Provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment. The parties agree hereto that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her his reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted . Notwithstanding this provision, the parties hereto may mutually agree to mediate any dispute prior to or following submission to arbitration.

Appears in 2 contracts

Samples: Change in Control Severance Agreement (Cotherix Inc), Change in Control Severance Agreement (Cotherix Inc)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Orange County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles Orange County, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment. The parties agree hereto that the Company Shall Corporation shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company Corporation further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing each party shall be entitled to bear its or her reasonable own attorneys ' fees and costs (other than forum costs associated with costs. Notwithstanding this provision, the parties hereto may mutually agree to mediate any dispute prior to or following submission to arbitration ) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted .

Appears in 2 contracts

Samples: Employment Agreement (New Century Financial Corp), Amended and Restated Employment Agreement (New Century Financial Corp)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Orange County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles Orange County, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment. The parties agree hereto that the Company Shall Corporation shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company Corporation further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her his reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted . Notwithstanding this provision, the parties hereto may mutually agree to mediate any dispute prior to or following submission to arbitration.

Appears in 2 contracts

Samples: Amended and Restated Employment Agreement (New Century Financial Corp), Amended and Restated Employment Agreement (New Century Financial Corp)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive 's employment by the Company ’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles Orange County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County Orange, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties hereto acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Executive’s employment. The parties agree hereto that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or his or her reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him or her in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted . Notwithstanding this provision, the parties hereto may mutually agree to mediate any dispute prior to or following submission to arbitration.

Appears in 2 contracts

Samples: Change in Control Severance Agreement (Qlogic Corp), Change in Control Severance Agreement (Qlogic Corp)

Arbitration. Any controversy arising out of or relating to this Agreement, its enforcement enforcement, arbitrability or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of or relating in any way to the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims subject matter contained herein, shall be submitted to final and binding arbitration. Any arbitration hereunder shall be in Los Angeles Santa Clara County, California, California before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections §§ 1280 et seq. as the exclusive forum for the resolution of such dispute ; provided . Pursuant to California Code of Civil Procedure § 1281.8, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder subject matter contained herein. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing nonprevailing party shall be entitled to its or her pay (1) the prevailing party’s reasonable attorneys ' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted , and (2) all costs of the arbitration, including, but not limited to, the arbitrator’s fees, court reporter fees, and any and all other administrative costs of the arbitration, and that the nonprevailing party promptly shall reimburse the prevailing party for any portion of such costs previously paid by the prevailing party. The arbitrator shall resolve any dispute as to the reasonableness of any fee or cost.

Appears in 2 contracts

Samples: Change of Control Executive Benefits Agreement (Sandisk Corp), Change of Control Executive Benefits Agreement (Sandisk Corp)

Arbitration. Any controversy arising out of or relating to this Option Agreement (including these Terms) and/or the Exercise Agreement, its their enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its their provisions, or any other controversy arising out of or related to the Executive's employment by the Company Option, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California the State of Delaware, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor Inc. ( " JAMS " ), or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Option Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or any of the services rendered hereunder matters referenced in the first sentence above. The parties agree that the Company Shall Corporation shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's arbitrator’s fee. The Executive and the Company parties further agree that in any proceeding with respect to enforce the terms of this Amended Agreement such matters, the prevailing each party shall be entitled to bear its or her reasonable attorneys' own attorney’s fees and costs (other than forum costs associated with the arbitration) incurred by it or him or her in connection with the resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted dispute.

Appears in 2 contracts

Samples: Fusion-Io, Inc., Sandisk Corp

Arbitration. Any controversy or claim arising out of of, or relating to to, this Agreement agreement, its enforcement or interpretation the breach thereof, or because the coverage of an alleged breach this arbitration provision shall be settled by arbitration pursuant to the provisions of Section 1280, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out et seq. of the Executive's employment California Code of Civil Procedure (or such substitute provisions therefor then in effect); provided, that any arbitrator(s) selected shall have experience in or knowledge of the business(es) in which Company is engaged. Any such arbitration shall be conducted in Los Angeles, California. The arbitration of such issues, including the determination of the amount of any damages suffered by any party hereof by reason of the acts or omissions of another shall be to the exclusion of any court of law except as set forth below. The decision of the arbitrators or a majority of them shall be final and binding on all parties and their respective heirs, executors, administrators, successors and assigns. Any action to secure a judicial confirmation of the arbitration award may be brought in any state or federal court of competent jurisdiction. If the parties or the arbitrators appointed by them are unable to agree upon the selection of a neutral arbitrator then either party may, at its election, require that the arbitration shall be conducted under the auspices and rules of the American Arbitration Association (AAA) and that the neutral arbitrator shall be selected by the Company AAA. Arbitration hereunder shall not, in any event, (i) prevent any party from seeking and obtaining equitable relief, including, but not limited to, any state prohibitory or federal statutory claims mandatory injunctions, shall be submitted to arbitration in Los Angeles County specific performance or extraordinary writs, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while law or equity having jurisdiction, nor (ii) prevent any party from joining any other party as defendant in any action brought by or against a third party, nor (iii) prevent any party from filing legal action hereunder to effectuate any attachment or garnishment, provided that such party stipulates in such action, at any other party's request, to arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court merits of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights said case, nor (iv) prevent a party from filing legal action to trial by jury in any action, proceeding or counterclaim brought by either of compel arbitration under the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted provisions hereof.

Appears in 2 contracts

Samples: Employment Agreement (Film Roman Inc), Employment Agreement (Film Roman Inc)

Arbitration. Any controversy arising out of or relating claim by or between the parties related in any way to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, Agreement shall be submitted to settled by binding arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from administered by the American Arbitration Association Association (the “AAA”) in accordance with its Commercial Arbitration Rules; provided that nothing herein shall require arbitration of any claim or charge which, and by law, cannot be the subject of a compulsory arbitration agreement. Any arbitration proceeding brought under this Agreement shall be conducted in accordance with New York City by a single arbitrator appointed by agreement of the provisions parties within thirty (30) days of California Code receipt by respondent of Civil Procedure Sections 1280 the demand for arbitration, or in default thereof by the AAA. Each of the Investor, on behalf of itself and its Affiliates, and the Company and Development, on behalf of themselves and their respective Permitted Transferees, Related Parties Affiliates and Subsidiaries, agree to be bound by this arbitration clause provided that they have either (i) signed this contract or a contract that incorporates this contract by reference or (ii) signed any other agreement to be bound by or cause any of their respective Permitted Transferees, Related Parties, Affiliates or Subsidiaries to be bound by this arbitration clause. Each such party agrees that it may be joined as an additional party to an arbitration involving other parties under any such agreement. The arbitrator(s) in the first-filed of such proceeding shall be the arbitrator(s) for the consolidated proceeding. The arbitrator, in rendering an award in any arbitration conducted pursuant to this provision, shall issue a reasoned award stating the findings of fact and conclusions of law on which it is based, and the arbitrator shall be required to follow the law of the state designated by the parties herein. Any judgment or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed from in any court having jurisdiction thereof. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, 9 U.S.C.§ 1 et seq. as the exclusive forum for the resolution In any arbitration proceedings under this Agreement, each party shall pay all of such dispute; provided its, however his or her own legal fees, that provisional injunctive relief (including including counsel fees, but not limited to, temporary restraining orders AAA filing fees and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security arbitrator compensation shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that paid pursuant to the Arbitrator deems just and equitable AAA Commercial Arbitration Rules, including any and all remedies unless otherwise provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue law for a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder prevailing party. The parties agree that that, notwithstanding the Company Shall be responsible for payment foregoing, prior to the appointment of the forum costs arbitrator, nothing herein shall prevent any party from seeking preliminary or temporary injunctive relief against any other party in the federal or state courts of New York, County of New York. For the avoidance of doubt, any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party actions for permanent relief or monetary damages shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the settled by arbitration ) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted .

Appears in 2 contracts

Samples: Development and Indemnification Agreement (Blue Sphere Corp.), Development and Indemnification Agreement (Blue Sphere Corp.)

Arbitration. Any controversy or dispute among the parties arising out of or relating to this Agreement, its any alleged breach hereof, the enforcement or interpretation of interpretation hereof, including whether Cause exists pursuant to 6.1.4 and the validity, enforceability and scope of this arbitration provision, whether sounding in contract, tort, or because of an alleged breach otherwise, default which cannot be resolved among the parties, or misrepresentation shall be resolved by binding arbitration pursuant to the Federal Arbitration Act. The arbitration shall be administered by the American Arbitration Association (“AAA”) in connection with any of its provisions Denver, or any other controversy arising out of the Executive's employment Colorado, before a sole arbitrator, selected by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions Commercial Arbitration Rules of California Code of Civil Procedure Sections 1280 et seq the AAA. as Arbitration in accordance with the foregoing shall be the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either any party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined otherwise modified by the Arbitrator arbitrator; no bond or other security provided, however, that such provisional injunctive relief shall be required sought in connection therewith aid and in advance of the arbitration only. Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes ; provided, that it is expressly agreed that the arbitrator shall have no authority to award punitive or exemplary damages, and the parties hereby waiving their right, if any, to recover punitive or exemplary damages, either in arbitration or in litigation. At the conclusion of the arbitration, the Arbitrator arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator arbitrator hereunder shall be final and binding on the parties hereto hereto, may be entered as a judgment or order in any court of competent jurisdiction, and may be enforced by any court of competent jurisdiction ; provided, however, that no such order is necessary to effect a Termination for “Cause”. The parties acknowledge and agree that they are hereby waiving any rights arbitrator shall award to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her in any such arbitration such party’s reasonable attorneys' fees Fees and costs (other than forum costs associated with the arbitration) Costs incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) dispute, in addition to any other relief granted . For these purposes, “Fees and Costs” includes (i) reasonable attorneys’ fees and costs, other legal fees and costs, the fees and costs of witnesses, accountants, experts, and other professionals, and other forum costs incurred in the arbitration; (ii) all of the foregoing whether incurred prior to or subsequent to the initiation of arbitration; and (iii) all such fees and costs incurred in obtaining provisional injunctive relief. It is understood that certain time entries that may appear in the billing records of such party’s legal counsel may be redacted to protect attorney-client or work-product privilege, and this shall not prevent recovery for the associated billings (and if necessary, the arbitrator may require that such records be submitted to the arbitrator for in camera review by the arbitrator). THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY ARE HEREBY WAIVING ANY RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES AGAINST THE OTHER IN CONNECTION WITH ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

Appears in 2 contracts

Samples: Employment Agreement (Helix TCS, Inc.), Employment Agreement (Helix TCS, Inc.)

Arbitration. Any controversy or dispute arising out of of, based upon, or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of, based upon, or relating in any way to the Employee’s employment or association with Employer, or termination of the Executive's employment by same, including, without limiting the Company generality of the foregoing, any questions regarding whether a particular dispute is arbitrable, and any alleged violation of statute, common law or public policy, including, but not limited to, any state or federal statutory claims, shall be submitted to final and binding arbitration in Los Angeles Dallas County, California Texas, in accordance with the JAMS Employment Arbitration Rules and Procedures, before a sole single neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS") the JAMS panel, or if JAMS is no longer able to supply the Arbitrator arbitrator, such Arbitrator arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum its National Rules for the resolution Resolution of such dispute; provided Employment Disputes (the arbitrator selected hereunder, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith ”). Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the provision of services rendered hereunder under this Agreement. The parties agree that Employer will pay the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' arbitrator’s fees and costs ( arbitration expenses and any other than forum costs associated with the arbitration or arbitration hearing that are unique to arbitration ) incurred by it or him . Subject to the provisions of Section 25, the parties shall each pay their own deposition, witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being heard in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted court.

Appears in 2 contracts

Samples: Employment Agreement (Primoris Services Corp), Employment Agreement (Primoris Services Corp)

Arbitration. Any controversy arising out of controversy, claim or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected relating to this Agreement, the alleged breach thereof, and/or Executive's employment with this Amended Agreement the Company or termination there from, including without limitation, any and all claims for employment discrimination or harassment, shall be determined by final and binding arbitration administered by The American Arbitration Association (AAA) at Los Angeles, California in accordance with the AAA Arbitration Rules and Procedures for Employment Disputes ("Rules") which are in effect at the time of the arbitration or the services rendered hereunder demand therefore. The parties agree that Rules are hereby incorporated by reference. In the Company Shall be responsible for payment of the forum costs event of any arbitration hereunder proceeding, including a single neutral arbitrator shall be appointed by the Arbitrator's fee AAA. The Executive California Code of Civil Procedure ss. 1283.05, which provides for certain discovery rights, shall apply to any such arbitration, and said code section, is also hereby incorporated herein by reference. In reaching a decision, the Company further agree that in arbitrator shall have no authority to change, extend, modify or suspend any proceeding to enforce of the terms of this Amended Agreement . The arbitration shall be commenced and heard in Los Angeles County, California. The arbitrator shall apply the substantive law of California. As applicable to the claim(s) asserted, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall render an award and a written, reasoned opinion in support thereof, stating all findings of fact and conclusions of law. Judgment on the award may be entered in any court of competent jurisdiction, even if a party who received notice under the Rules fails to appear at the arbitration hearing(s). The parties may seek, from a court of competent jurisdiction, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration. However, the prevailing party merits of any action that involves such provisional remedies or injunctive relief, including, without limitation, any action seeking such relief for alleged violations of Article VI of this Agreement and further including the terms of any permanent injunction, shall be entitled determined by arbitration under this paragraph. The parties will pay the arbitrator's fees, divided evenly between them, except employer shall advance and pay any arbitrator's fees in excess of $10,000. The arbitrator shall have full authority to its or her reasonable attorneys' fees and award all costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up arbitration (excluding attorney fees) fees to either party in a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted manner consistent with applicable law.

Appears in 2 contracts

Samples: Digital Learning, Digital Learning

Arbitration. Any controversy arising out of controversy, claim or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected relating to this Agreement, the alleged breach thereof, and/or Executive's employment with this Amended Agreement the Company or termination therefrom, including without limitation, any and all claims for employment discrimination or harassment, shall be determined by binding arbitration administered by the American Arbitration Association under its National Rules for Resolution of Employment Disputes ("Rules") which are in effect at the time of the arbitration or the services rendered hereunder demand therefor. The parties agree that Rules are hereby incorporated by reference. California Code of Civil Procedure (S)1283.05, which provides for certain discovery rights, shall apply to any such arbitration, and said code section is also hereby incorporated by reference. In reaching a decision, the Company Shall be responsible for payment arbitrator shall have no authority to change, extend, modify or suspend any of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement . The arbitration shall be commenced and heard in Los Angeles County, California. The arbitrator(s) shall apply the substantive law (and the law of remedies, if applicable) of California or federal law, or both, as applicable to the claim(s) asserted. Judgment on the award may be entered in any court of competent jurisdiction, even if a party who received notice under the Rules fails to appear at the arbitration hearing(s). The parties may seek, from a court of competent jurisdiction, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration. However, the prevailing party merits of any action that involves such provisional remedies or injunctive relief, including, without limitation, the terms of any permanent injunction, shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred determined by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted arbitration under this paragraph.

Appears in 2 contracts

Samples: Liberty Livewire Corp, Liberty Livewire Corp

Arbitration. Any controversy arising controversy, claim or dispute existing out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, but not limited to, any state or federal statutory claims breach thereof, shall be submitted to resolved by binding arbitration in Los Angeles San Diego County, California State of California and any judgment upon the award rendered by arbitration may be entered in any Court having jurisdiction. If arbitration is necessary pursuant to this paragraph, before the Parties shall agree upon a sole neutral arbitrator ( single arbitrator. If the "Arbitrator") Parties are unable to agree on an arbitrator, mutually selected and agreeable to both parties and selected then they will obtain nominations of three potential arbitrators from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor Services ("JAMS" ), or if JAMS is no longer able ) and each party will have the right to supply the Arbitrator, such Arbitrator shall be selected strike one candidate's name from the American Arbitration Association, and list. JAMS will then designate the arbitrator. Any arbitration award shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including also include, but shall not be limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state court or federal statutes. At the conclusion of the arbitration arbitration costs, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' attorney fees and any other costs (other than forum costs associated with or charges reasonably necessary to adjudicate the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) controversy, in addition to any and all damages deemed fair by the Arbitrator(s). Nothing contained herein shall deprive any party of his or her right to obtain injunctive or other relief granted equitable relief.

Appears in 2 contracts

Samples: Specialty Laboratories, Specialty Laboratories

Arbitration. Any dispute or controversy arising out of under or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, this Agreement or any other controversy arising out of the Executive 's ’s employment by the Company, including, but not limited to, any state or federal statutory claims, Company shall be submitted to settled exclusively by arbitration, conducted before a single neutral arbitrator in accordance with the National Rules for Resolution of Employment Disputes of the American Arbitration Association (“AAA”) as then in effect. Such arbitration shall be conducted in Los Angeles Orange County, California, before and the arbitrator shall be a sole neutral arbitrator (the "Arbitrator") resident of Orange County, mutually selected and agreeable California or of a county contiguous to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles Orange County, California , or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute ; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law or equity in aid of arbitration while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security arbitrator. The arbitration shall be required in connection therewith administered by AAA pursuant to its Commercial Arbitration Rules. Final resolution of any dispute through arbitration Judgment may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding entered on the parties hereto and may be enforced by arbitrator’s award in any court of competent having jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in the first sentence of the first paragraph of this Amended Agreement or the services rendered hereunder Section 6(a). The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's arbitrator’s fee. The Executive and the Company parties further agree that in any proceeding with respect to enforce the terms of this Amended Agreement such matters, the prevailing party shall will be entitled to recover its or her reasonable attorneys' attorney’s fees and costs from the non-prevailing party (other than forum costs associated with the arbitration) incurred arbitration which in any event shall be paid by it or him in connection with resolution the Company). Without limiting the remedies available to the parties and notwithstanding the foregoing provisions of this Section 6(a), the Executive and the Company acknowledge that any breach of any of the dispute up covenants or provisions contained in Sections 1, 2, 3 or 4 of this Agreement could result in irreparable injury to either of the parties hereto for which there might be no adequate remedy at law, and that, in the event of such a maximum breach or threat thereof, the non-breaching party shall be entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the other party hereto from engaging in any activities prohibited by any covenant or provision in Sections 1, 2, 3 or 4 of Fifty Thousand Dollars ($50,000.00) in addition this Agreement or such other equitable relief as may be required to enforce specifically any other relief granted of such covenants or provisions.

Appears in 2 contracts

Samples: Nonsolicitation Agreement (Apria Healthcare Group Inc), Noncompetition and Nonsolicitation Agreement (Apria Healthcare Group Inc)

Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, its the enforcement or interpretation interpretation of any provision hereof or thereof, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions provision hereof or thereof, or any other controversy arising out including the determination of the Executive's employment by the Company, including, but not limited to, any state scope or federal statutory claims applicability of this agreement to arbitrate, shall be submitted to arbitration final and binding arbitration, to be held in Los Angeles County San Francisco, California, California before a sole neutral arbitrator (the " Arbitrator "), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be ”) selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator 's ’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder Agreement. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator 's ’s fee . The Executive and the Company further agree , but that in any proceeding to enforce the terms of this Amended Agreement, the prevailing each party shall be entitled to bear its or her reasonable attorneys' own attorneys fees and costs ( other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted expenses.

Appears in 2 contracts

Samples: Non Competition Agreement (KI NutriCare, Inc.), Non Competition Agreement (KI NutriCare, Inc.)

Arbitration. Any dispute, claim or controversy arising out of or relating to this Separation Agreement or the Consulting Agreement, its the enforcement or interpretation interpretation of any provision hereof or thereof, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions provision hereof or thereof, or any other controversy arising out including the determination of the Executive's employment by the Company, including, but not limited to, any state scope or federal statutory claims applicability of this agreement to arbitrate, shall be submitted to arbitration final and binding arbitration, to be held in Los Angeles County San Francisco, California, California before a sole neutral arbitrator (the " Arbitrator ARBITRATOR" ), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be ) selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator ; no bond or other security shall be required in connection therewith . Final resolution of any dispute through arbitration may include any remedy or relief that which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or Executive's employment or the services rendered hereunder Consulting Agreement. The parties agree that the Company Shall shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee . The Executive and the Company further agree , but that in any proceeding to enforce the terms of this Amended Agreement, the prevailing each party shall be entitled to bear its or her reasonable attorneys' own attorneys fees and costs ( other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted expenses.

Appears in 2 contracts

Samples: Employment Separation and General Release Agreement (Allergy Research Group Inc), Employment Separation and General Release Agreement (Allergy Research Group Inc)

Arbitration. Any controversy arising out of dispute, claim or relating to this Agreement controversy, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Executive's employment by the Company, including, including but not limited to, errors and omissions arising out of, or relating to, this Agreement or any state alleged breach, termination, enforcement, interpretation or federal statutory claims validity of this Agreement (including the determination of the scope or applicability of this agreement to arbitrate), which is not resolved pursuant to Section (a) above, shall be submitted to settled by arbitration in Los Angeles County San Francisco, California, before a sole neutral arbitrator panel consisting of one individual having knowledge of securities and investment matters. Such arbitration will be administered by JAMS, The Resolution Experts ( the "Arbitrator") “JAMS”) pursuant to its Comprehensive Arbitration Rules & Procedures or, mutually selected and agreeable to both parties and selected from Judicial if applicable, its Streamlined Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq Rules & Procedures. as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any court of competent jurisdiction while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator; no bond or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy or relief that the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion The award of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder arbitration panel shall be final and binding on binding, and judgment upon the parties hereto and award granted may be enforced by entered in any court of competent jurisdiction. Damages that are inconsistent with any applicable agreement between the parties, that are punitive in nature, or that are not measured by the prevailing party’s actual damages, shall be unavailable in arbitration or any other forum. In no event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. The arbitrator will, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.The parties understand that this agreement to arbitrate constitutes a waiver of the right to seek a judicial forum, including trial by jury, except where such waiver would be void under federal or state securities laws. The parties acknowledge that their consent to this arbitration provision is voluntary and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of arbitration is final and binding on the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum costs of any arbitration hereunder, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution of the dispute up to a maximum of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted parties.

Appears in 2 contracts

Samples: Aspiriant Trust, Aspiriant Trust

Arbitration. Any dispute, controversy or claim arising out of under or relating related to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions the Transaction Documents, or any other controversy arising out regardless of the Executive's employment legal theory upon which it is based, will be settled by final, binding arbitration pursuant to the Company Federal Arbitration Act, including 9 U.S.C. Section 1 et seq., but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, California, before a sole neutral arbitrator (the "Arbitrator"), mutually selected and agreeable to both parties and selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, California, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq American Arbitration Association Commercial Arbitration Rules. as the exclusive forum for the resolution of such dispute; provided Nothing herein shall, however, that provisional prohibit a party from seeking temporary or preliminary injunctive relief (including, but not limited to, temporary restraining orders and preliminary injunctions) may, but need not, be sought by either party to this Amended Agreement in any a court of competent jurisdiction while jurisdiction. In any arbitration, the number Rodney 67 EXECUTION of arbitrators shall be three, each of Qwest, QSC and Seller, on the one hand, and Buyer, on the other hand, having the right to appoint one arbitrator, who shall together appoint a third neutral arbitrator within 30 days after the appointment of the last party-designated arbitrator. All arbitration proceedings are pending shall take place in Denver, Colorado. Only damages allowed pursuant to this Agreement may be awarded and any provisional injunctive relief granted by such court the arbitrators shall remain effective until the matter is finally determined by the Arbitrator; have no bond authority to award special, punitive, exemplary, consequential, incidental or other security shall be required in connection therewith. Final resolution of any dispute through arbitration may include any remedy indirect losses or relief that the Arbitrator deems just and equitable damages, including any and all remedies damages relating to loss of profit or business opportunity, except as expressly provided by applicable state or federal statutes in Section 9.7. At the conclusion of the arbitration, the Arbitrator shall issue Judgment upon any award granted in a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties proceeding brought pursuant hereto and may be enforced by entered in any court of competent jurisdiction. The parties acknowledge Should it become necessary to resort or respond to court proceedings to enforce a party's compliance with this Section 10.17, such proceedings shall be brought only in the federal or state courts located in the State and agree that they are hereby waiving County of New York, which shall have exclusive jurisdiction to resolve any rights disputes with respect to trial by jury in any action, proceeding or counterclaim brought by either of the parties against this Agreement and the other in connection Transaction Documents, with any matter whatsoever arising out of each party irrevocably consenting to the jurisdiction thereof. If the court directs or in any way connected with this Amended Agreement or the services rendered hereunder. The parties agree that the Company Shall be responsible for payment of the forum otherwise requires compliance herewith, then all costs of any arbitration hereunder and expenses, including the Arbitrator's fee. The Executive and the Company further agree that in any proceeding to enforce the terms of this Amended Agreement, the prevailing party shall be entitled to its or her reasonable attorneys' fees and costs (other than forum costs associated with the arbitration) incurred by it or him in connection with resolution the party requesting such compliance, shall be reimbursed by the non-complying party to the requesting party. Rodney 68 EXECUTION IN WITNESS WHEREOF, each of the dispute up parties hereto has caused this Agreement to a maximum be executed by its duly authorized officers as of Fifty Thousand Dollars ($50,000.00) in addition to any other relief granted the day and year first above written.

Appears in 2 contracts

Samples: Dex Media Inc, Dex Media West LLC