Common use of Governing Law and Dispute Resolution Clause in Contracts

Governing Law and Dispute Resolution. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Hong Kong, without giving effect to principles of conflicts of law. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC shall select the arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in Chinese. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment of the arbitrator, the provisions of this Section 8.12 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (Missfresh LTD), Convertible Note Purchase Agreement (Missfresh LTD)

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Governing Law and Dispute Resolution. This Agreement and all acts the arbitration agreement contained herein are governed by, and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with with, the laws of Hong Kong , without giving effect to principles of conflicts of law . Any dispute, controversy or claim (each, a “Dispute”) arising in any way out of or relating to in connection with this Agreement, or the interpretation, breach, termination, validity termination or invalidity thereof thereof (whether contractual, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice” pre-contractual or non-contractual) to the other party. The Dispute shall be settled by binding arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre ( the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules in force as at the date of this Agreement ( the HKIAC Rules” ) in force when ), which Rules are deemed to be incorporated by reference into this Section 9.14 and as may be amended by the Arbitration Notice is submitted rest of this Section 9.14. The seat of the arbitration shall be Hong Kong. The arbitration tribunal shall consist of three arbitrators to be appointed in accordance with the HKIAC Rules. There shall The language to be one (1) arbitrator. The HKIAC shall select used in the arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted English and any arbitral award shall be given in Chinese English. To the extent that the HKIAC Rules are Nothing in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment 9.14 shall be construed as preventing any party from seeking conservatory or interim relief from any court of the arbitrator, the provisions of this Section 8.12 shall prevail competent jurisdiction. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The Any award of the arbitral tribunal shall be final and binding upon the parties thereto, from the day it is made. The parties undertake to carry out each and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award every arbitral award without delay.

Appears in 2 contracts

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

Governing Law and Dispute Resolution. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, governed by and construed and interpreted exclusively in accordance with the laws Laws of Hong Kong, Kong without giving effect to principles any choice of conflicts law rule that would cause the application of law the Laws of any jurisdiction other than the Laws of Hong Kong to the rights and duties of the parties hereunder. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted in accordance with the HKIAC Rules submitted. The seat of arbitration shall be Hong Kong. There shall be one three ( 1 3) arbitrator arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator . If either party to the arbitration fail to appoint an arbitrator with the Selection Period, who the relevant appointment shall be qualified to practice law in Hong Kong made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Chinese English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12 11.4 (Governing Law and Dispute Resolution), including the provisions concerning the appointment of the arbitrator arbitrators, the provisions of this Section 8.12 11.4 (Governing Law and Dispute Resolution) shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award . Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Appears in 2 contracts

Samples: Amended and Restated Shareholders Agreement (Tencent Music Entertainment Group), Amended and Restated Shareholders Agreement (Tencent Music Entertainment Group)

Governing Law and Dispute Resolution. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, governed by and construed and interpreted in accordance with Austrian law, with the laws exception of Hong Kong, without giving effect to principles (i) the UN Sales Convention and (ii) the conflict of conflicts law rules of Austrian private international law . .Any dispute, controversy or claim (each, a “Dispute”) and all disputes arising out of or relating to in connection with this Agreement, or including, without limitation, a dispute as to the interpretation, breach, termination conclusion, validity or invalidity thereof existence of this Agreement, shall be referred finally and exclusively resolved and settled under the Rules of Arbitration and Conciliation of the International Arbitral Centre of the Economic Chamber Austria in Vienna, Austria, as amended from time to arbitration upon the demand of either party to the dispute with notice time (the “Arbitration Notice” "Vienna Rules"), by 3 (three) to the other party. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) arbitrators appointed in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator these rules. The HKIAC shall select the arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in Chinese. To the extent that the HKIAC Rules are in conflict with the provisions language of this Section 8.12, including the provisions concerning the appointment of the arbitrator, the provisions of this Section 8.12 shall prevail. Each party to the arbitration shall cooperate with each other party to be English. The seat of the arbitration in making full disclosure shall be Munich. Any award and/or final decision of and providing complete access the arbitrators shall include a decision on costs, including, without limitation, fees of counsel. Each of the Parties agrees not to all information and documents requested by such other party resist the enforcement of any arbitration award obtained in connection with such arbitral proceedings this Agreement other than as expressly permitted by the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitration Awards.Notwithstanding the foregoing, subject only the Parties agree that, in addition to any confidentiality obligations binding on such party. The award of the arbitral tribunal and all other remedies that may be available under this Agreement, each Party shall be final and binding upon entitled to request injunctive relief or to initiate injunction proceedings at the parties thereto, and the prevailing party may apply to a court (ordinary) courts of competent jurisdiction for enforcement of such award jurisdiction.

Appears in 2 contracts

Samples: Intellectual Property Rights Transfer Agreement (Octavian Global Technologies, Inc.), Intellectual Property Rights Transfer Agreement (Octavian Global Technologies, Inc.)

Governing Law and Dispute Resolution. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, governed by and construed and interpreted in accordance with the laws of Hong Kong, Kong without giving effect regard to principles of conflicts of law laws. Any Each of the parties hereto irrevocably agrees that any dispute, controversy or claim arising out of or in connection with this Agreement ( each including any issue as to the existence, validity, interpretation, construction, performance, breach or termination of this Agreement) (a “Dispute” ) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof ), shall be referred to and finally resolved by binding arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party. The Dispute shall be settled by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) HKIAC in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice notice of arbitration is submitted in accordance with these Rules, which Rules are deemed to be incorporated by reference into this section and as may be amended by the HKIAC Rules rest of this section. There The arbitration tribunal shall consist of three (3) arbitrators (the “Tribunal”). The parties agree that the three arbitrators can be selected from outside the HKIAC’s panel(s) of arbitrators. The claimant and the respondent shall each designate one (1) arbitrator arbitrator in accordance with the Rules. The HKIAC shall select appoint the third and presiding arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral seat of the arbitration shall be Hong Kong. The language of the arbitration proceedings shall be conducted in Chinese English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment Any award of the arbitrator Tribunal shall be made in writing and shall be final, conclusive and binding on the provisions of this Section 8.12 shall prevail. Each party parties to the arbitration shall cooperate with each other party to from the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award day it is made.

Appears in 2 contracts

Samples: Right of First Refusal (GDS Holdings LTD), Right of First Refusal (GDS Holdings LTD)

Governing Law and Dispute Resolution. This Agreement will be governed by and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Hong Kong, the State of Delaware applicable to agreements made and to be performed wholly within that State without giving effect regard to principles of its conflicts of law laws provisions. Any dispute, claim or controversy or claim (each, a “Dispute”) between the Parties arising out of or relating to the circumstances and relationships contemplated by this Agreement, including disputes relating to the validity, construction or interpretation of this Agreement (“Disputes”), shall, upon written notice of the interpretation Company to NantWorks or NantWorks to the Company, breach as applicable, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party. The Dispute shall be settled for resolution by final, binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC shall select the arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in Chinese. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12 7.10. The arbitration shall be conducted by the Judicial Arbitration and Mediation Services, including Inc. (or any successor entity thereto) (“JAMS”) under its rules of arbitration then in effect, except as modified in this Agreement. The arbitration shall be conducted in the provisions concerning English language, by a single arbitrator. The arbitrator shall engage an independent expert with experience in the appointment subject matter of the Dispute to advise the arbitrator . With respect to any Dispute arising under this Agreement, the provisions Parties and the arbitrator shall use all reasonable efforts to complete any such arbitration within six (6) months from the issuance of this Section 8.12 notice of a referral of any such Dispute to arbitration. The arbitrator shall prevail determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery; provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the Dispute. Each party The Parties agree that the decision of the arbitrator shall be the sole, exclusive and binding remedy between them regarding the Dispute presented to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party arbitrator. The award Any decision of the arbitral tribunal shall arbitrator may be final and binding upon the parties thereto, and the prevailing party may apply to entered in a court of competent jurisdiction for enforcement judicial recognition of the decision and an order of enforcement. The arbitration proceedings and the decision of the arbitrator shall not be made public without the mutual consent of the Parties and each Party shall maintain the confidentiality of such award proceedings and decision unless each Party otherwise agrees in writing; provided that a Party may make such disclosures as are permitted for confidential information under Section 7.11 below. Unless otherwise mutually agreed upon by the Parties, the arbitration proceedings shall be conducted in the County of Los Angeles in the State of California. The Parties agree that they shall share equally the cost of the arbitration filing and hearing fees, the cost of the independent expert retained by the arbitrator, and the cost of the arbitrator and administrative fees of JAMS. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute, a Party may seek appropriate interim or provisional relief from any court of competent jurisdiction as necessary to protect the rights or property of that Party.

Appears in 2 contracts

Samples: Amended and Restated Shared Services Agreement (NantKwest, Inc.), Shared Services Agreement (NantKwest, Inc.)

Governing Law and Dispute Resolution. This 14.1The conclusion, effectiveness, interpretation, performance, amendment and termination of this Agreement and all acts and transactions pursuant hereto and the rights and obligations resolution of disputes hereunder shall be governed by the laws of the parties hereto PRC.14.2In the event of any dispute arising from the performance of this Agreement or in connection with this Agreement, any Party may submit the dispute to Shanghai International Economic and Trade Arbitration Commission for arbitration in Shanghai in accordance with its arbitration procedures and rules then in effect. The arbitration tribunal shall consist of three arbitrators who shall be governed, construed and interpreted appointed in accordance with the laws of Hong Kong arbitration rules. The claimant and the respondent shall respectively appoint one arbitrator, without giving effect to principles of conflicts of law. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or and the interpretation, breach, termination, validity or invalidity thereof, third arbitrator shall be referred to arbitration upon appointed by the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party first two arbitrators through negotiations. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC shall select the arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in Chinese. To the extent that the HKIAC Rules are Chinese in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment of the arbitrator, the provisions of this Section 8.12 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party a confidential manner. The arbitration award of the arbitral tribunal shall be final and binding upon the parties thereto . In appropriate circumstances, and the prevailing party arbitration tribunal or arbitrators may apply award remedial measures in relation to a the equities or assets of the Domestic Company or the Pledgor’s assets in accordance with the dispute resolution clause and/or applicable PRC laws, including restriction on conduct of business, restriction or prohibition of transfer or sale of equities or assets, or proposal for the winding-up of the Domestic Company. In addition, in the course of forming the tribunal, the Pledgee shall have the right to file an application to any court of with competent jurisdiction (including courts in the PRC, Hong Kong and Cayman Islands) for enforcement grant of such award temporary reliefs. 14.3During the arbitration proceeding, the Parties shall continue to own their respective rights hereunder and perform their respective obligations hereunder, other than those which are under dispute and subject to arbitration. Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.Equity Pledge Agreement

Appears in 1 contract

Samples: Equity Pledge Agreement (Sentage Holdings Inc.)

Governing Law and Dispute Resolution. This 14.1The conclusion, effectiveness, interpretation, performance, amendment and termination of this Agreement and all acts and transactions pursuant hereto and the rights and obligations resolution of disputes hereunder shall be governed by the laws of the parties hereto PRC.14.2In the event of any dispute arising from the performance of this Agreement or in connection with this Agreement, any Party may submit the dispute to Shanghai International Economic and Trade Arbitration Commission for arbitration in Shanghai in accordance with its arbitration procedures and rules then in effect. The arbitration tribunal shall consist of three arbitrators who shall be governed, construed and interpreted appointed in accordance with the laws of Hong Kong arbitration rules. The claimant and the respondent shall respectively appoint one arbitrator, without giving effect to principles of conflicts of law. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or and the interpretation, breach, termination, validity or invalidity thereof, third arbitrator shall be referred to arbitration upon appointed by the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party first two arbitrators through negotiations. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC shall select the arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in Chinese. To the extent that the HKIAC Rules are Chinese in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment of the arbitrator, the provisions of this Section 8.12 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party a confidential manner. The arbitration award of the arbitral tribunal shall be final and binding upon the parties thereto . In appropriate circumstances, and the prevailing party arbitration tribunal or arbitrators may apply award remedial measures in relation to a the equities or assets of the Domestic Company or the Pledgor’s assets in accordance with the dispute resolution clause and/or applicable PRC laws, including restriction on conduct of business, restriction or prohibition of transfer or sale of equities or assets, or proposal for the winding-up of the Domestic Company. In addition, in the course of forming the tribunal, the Pledgee shall have the right to file an application to any court of with competent jurisdiction (including courts in the PRC, Hong Kong and Cayman Islands) for enforcement grant of such award temporary reliefs. 14.3During the arbitration proceeding, the Parties shall continue to own their respective rights hereunder and perform their respective obligations hereunder, other than those which are under dispute and subject to arbitration. Zhenyi Information Technology (Shanghai) Co., Ltd.Equity Pledge Agreement

Appears in 1 contract

Samples: Equity Pledge Agreement (Sentage Holdings Inc.)

Governing Law and Dispute Resolution. This 14.1The conclusion, effectiveness, interpretation, performance, amendment and termination of this Agreement and all acts and transactions pursuant hereto and the rights and obligations resolution of disputes hereunder shall be governed by the laws of the parties hereto PRC.14.2In the event of any dispute arising from the performance of this Agreement or in connection with this Agreement, any Party may submit the dispute to Shanghai International Economic and Trade Arbitration Commission for arbitration in Shanghai in accordance with its arbitration procedures and rules then in effect. The arbitration tribunal shall consist of three arbitrators who shall be governed, construed and interpreted appointed in accordance with the laws of Hong Kong arbitration rules. The claimant and the respondent shall respectively appoint one arbitrator, without giving effect to principles of conflicts of law. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or and the interpretation, breach, termination, validity or invalidity thereof, third arbitrator shall be referred to arbitration upon appointed by the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party first two arbitrators through negotiations. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC shall select the arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in Chinese. To the extent that the HKIAC Rules are Chinese in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment of the arbitrator, the provisions of this Section 8.12 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party a confidential manner. The arbitration award of the arbitral tribunal shall be final and binding upon the parties thereto . In appropriate circumstances, and the prevailing party arbitration tribunal or arbitrators may apply award remedial measures in relation to a the equities or assets of the Domestic Company or the Pledgor’s assets in accordance with the dispute resolution clause and/or applicable PRC laws, including restriction on conduct of business, restriction or prohibition of transfer or sale of equities or assets, or proposal for the winding-up of the Domestic Company. In addition, in the course of forming the tribunal, the Pledgee shall have the right to file an application to any court of with competent jurisdiction (including courts in the PRC, Hong Kong and Cayman Islands) for enforcement grant of such award temporary reliefs.14.3During the arbitration proceeding, the Parties shall continue to own their respective rights hereunder and perform their respective obligations hereunder, other than those which are under dispute and subject to arbitration. Daxin Wealth Investment Management (Shanghai) Co., Ltd.Equity Pledge Agreement

Appears in 1 contract

Samples: Equity Pledge Agreement (Sentage Holdings Inc.)

Governing Law and Dispute Resolution. This Agreement and all acts and transactions pursuant hereto and the rights and obligations The laws of the parties hereto People’s Republic of China shall govern the Agreement. The UN Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. All disputes or claims arising out of or in connection with this Agreement shall be governed submitted to and finally be resolved by arbitration (hereinafter referred to as “Arbitration”) by CIETAC arbitration in Shanghai, construed and interpreted P.R.C. in accordance with the laws CIETAC rules (“the Rules”). One arbitrator, who shall not be of Hong Kong, without giving effect to principles a nationality of conflicts of law. Any dispute, controversy either WEEN or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof Supplier, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) appointed in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules ( and the “HKIAC Rules”) language to be used in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC shall select the arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in both English and Chinese. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment of the arbitrator, the provisions of this Section 8.12 shall prevail. Each party to the The arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon on the parties thereto, Parties and the prevailing party may apply to a be enforceable in any court of competent jurisdiction for enforcement jurisdiction. Accordingly, the Parties hereby confirm that they shall treat the performance of this award as an obligation under this Agreement and expressly agree to carry out such arbitral award without delay. The arbitrator shall determine which Party shall bear the fees of such award arbitration.

Appears in 1 contract

Samples: www.ween-semi.com

Governing Law and Dispute Resolution. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto Parties hereunder shall be governed governed by, construed and interpreted enforceable in accordance with the laws Laws of Hong Kong, Singapore without giving effect to principles the conflict of conflicts of law laws provisions thereof. Any disputes, controversies, differences or disagreements arising under, out of or in connection with this Agreement shall be finally settled by arbitration administered by the International Chamber of Commerce in Singapore, in accordance with the Rules of Arbitration of the International Chamber of Commerce for the time being in force (the “Rules”) which rules are deemed to be incorporated by reference in this Section. The seat of the arbitration shall be Singapore and the language of the arbitration shall be English. The number of arbitrators shall be three (3) appointed in accordance with the Rules, with Sellers, on the one hand, and Purchaser, on the other hand, each being entitled to designate one arbitrator, while the third arbitrator, who shall act as the presiding arbitrator, will be selected by agreement between the two designated arbitrators. The arbitration shall be the sole and exclusive forum for resolution of any such dispute, controversy or claim (each, and a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party. The Dispute shall be settled decision rendered by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC shall select the arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in Chinese. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment of the arbitrator, the provisions of this Section 8.12 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal in such proceedings shall be final and binding upon on the parties thereto Parties, and without right of appeal. Each Party hereto consents to the prevailing party may apply enforcement of any such arbitration award by any court having jurisdiction by any means including judgment being entered in respect of such arbitration award. Notwithstanding the foregoing, each Party hereto shall have the right to a seek interim relief from any court of competent jurisdiction for enforcement of such award jurisdiction, and this shall not be deemed or construed as incompatible with, or operate as a waiver of, the foregoing agreement to arbitrate.

Appears in 1 contract

Samples: Equity Purchase Agreement (Avon Products Inc)

Governing Law and Dispute Resolution. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, governed by and construed and interpreted exclusively in accordance with the laws Laws of Hong Kong, Kong without giving effect to principles any choice of conflicts law rule that would cause the application of law the Laws of any jurisdiction other than the Laws of Hong Kong to the rights and duties of the parties hereunder. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted in accordance with the HKIAC Rules submitted. The seat of arbitration shall be Hong Kong. There shall be one three ( 1 3) arbitrator arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator . If either party to the arbitration fail to appoint an arbitrator with the Selection Period, who the relevant appointment shall be qualified to practice law in Hong Kong made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Chinese English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12 11.4 (Governing Law and Dispute Resolution), including the provisions concerning the appointment of the arbitrator arbitrators, the provisions of this Section 8.12 11.4 (Governing Law and Dispute Resolution) shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award . . Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication. -43-

Appears in 1 contract

Samples: Amended and Restated Shareholders Agreement

Governing Law and Dispute Resolution. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, governed by and construed and interpreted exclusively in accordance with the laws Laws of Hong Kong, Kong without giving effect to principles any choice of conflicts law rule that would cause the application of law the Laws of any jurisdiction other than the Laws of Hong Kong to the rights and duties of the parties hereunder. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted in accordance with the HKIAC Rules submitted. The seat of arbitration shall be Hong Kong. There shall be one three ( 1 3) arbitrator arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator . If either party to the arbitration fail to appoint an arbitrator with the Selection Period, who the relevant appointment shall be qualified to practice law in Hong Kong made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Chinese English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12 3.5 (Governing Law and Dispute Resolution), including the provisions concerning the appointment of the arbitrator arbitrators, the provisions of this Section 8.12 3.5 (Governing Law and Dispute Resolution) shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award . Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

Appears in 1 contract

Samples: Registration Rights Agreement (Tencent Music Entertainment Group)

Governing Law and Dispute Resolution. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, governed by and construed and interpreted in accordance with the laws of Hong Kong governing law ("Governing Law"), set forth in the table below corresponding to the applicable Copado contracting entity, without giving effect regard to principles its choice of conflicts law rules. The United Nations Convention on Contracts for the International Sale of law Goods shall not apply. Any dispute COPADO ENTITYGOVERNING LAWLOCATION OF ARBITRATIONCopado, controversy or claim (each Inc.CaliforniaSan Francisco, a “Dispute”) California, U.S.A.Copado LimitedEngland and WalesLondon, EnglandCopado Solutions S.L.SpainMadrid, Spain All disputes arising out of or relating to in connection with this Agreement, or the interpretation, breach, termination, validity or invalidity thereof except for Excluded Claims as defined below, shall be referred to arbitration upon finally settled under the demand Rules of either party to Arbitration of the dispute with notice (the “Arbitration Notice”) to the other party. The Dispute shall be settled International Chamber of Commerce, by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) one or more arbitrators appointed in accordance with said rules. Any dispute concerning the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There scope or applicability of this agreement to arbitrate shall be one (1) arbitrator finally settled by the arbitrator(s). The HKIAC shall select Parties agree that the arbitrator, who location of arbitration proceedings shall be qualified as set forth in the table above corresponding to practice law in Hong Kong the applicable Copado contracting entity. The arbitral proceedings arbitration shall be conducted in Chinese. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment of the arbitrator, the provisions of this Section 8.12 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party English. The arbitration award of the arbitral tribunal shall be final and binding upon on the parties thereto parties, and the parties undertake to carry out any award without delay. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall award to the prevailing party may apply to a court party, if any, as determined by the arbitrator(s), all of competent jurisdiction for enforcement of such award its reasonable costs and fees.

Appears in 1 contract

Samples: Master Services Agreement

Governing Law and Dispute Resolution. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed governed by, and construed and interpreted in accordance with with, the laws of Hong Kong the State of New York, without giving effect the United States of America. The parties shall first attempt in good faith to principles of conflicts of law. Any dispute resolve amicably any disputes, controversy controversy, claims and deadlocks which may arise between them in relation to this Agreement or claim the breach, termination or invalidity thereof ( each, a the “Dispute” ). If such attempt fails to resolve the Dispute within fifteen (15) arising out days of or relating to this Agreement the commencement of the Dispute, or then, unless otherwise agreed by the interpretation parties, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party. The Dispute shall be settled by arbitration in Hong Kong by in accordance with the Arbitration Rules of the Hong Kong International Arbitration Centre (the “ HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules Centre”) in force when at the Arbitration Notice is submitted in accordance with date of the HKIAC Rules Dispute, as amended from time to time. There shall be a panel of three arbitrators, with the Purchasers and the Seller each appoint one (1) arbitrator arbitrator and the third arbitrator to be appointed by the Centre who shall also serve as the presiding arbitrator of the panel. The HKIAC shall select the arbitrator, who place of arbitration shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in Chinese. To Kong under the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment auspices of the arbitrator, the provisions of this Section 8.12 shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party Centre. The award of the arbitral tribunal panel shall be final and binding upon the parties thereto disputing parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award . The language to be used in the arbitral proceedings shall be Chinese or English. The arbitration panel shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive law of the PRC and shall not apply any other substantive law.

Appears in 1 contract

Samples: Share Purchase Agreement (Linktone LTD)

Governing Law and Dispute Resolution. This Agreement will be governed by and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Hong Kong, the State of New York applicable to agreements made and to be performed wholly within that State without giving effect regard to principles of its conflicts of law laws provisions. Any dispute, claim or controversy or claim (each, a “Dispute”) between the Parties arising out of or relating to the circumstances and relationships contemplated by this Agreement, including disputes relating to the validity, construction or the interpretation interpretation of this Agreement (“Disputes”), breach shall, termination upon written notice of GlobeImmune to ImmunityBio or ImmunityBio to GlobeImmune, validity or invalidity thereof as applicable, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party. The Dispute shall be settled for resolution by final, binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC shall select the arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in Chinese. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12 9(f). The arbitration shall be conducted by the Judicial Arbitration and Mediation Services, including Inc. (or any successor entity thereto) (“JAMS”) under its rules of arbitration then in effect, except as modified in this Agreement. The arbitration shall be conducted in the provisions concerning English language, by a single arbitrator. With respect to any Dispute arising under this Agreement, the appointment Parties and the arbitrator shall use all reasonable efforts to complete any such arbitration within eighteen (18) months from the issuance of notice of a referral of any such Dispute to arbitration. The arbitrator shall determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery; provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the arbitrator Dispute. The Parties agree that the decision of the arbitrator shall be the sole, exclusive and binding remedy between them regarding the provisions of this Section 8.12 shall prevail. Each party Dispute presented to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party arbitrator. The award Any decision of the arbitral tribunal shall arbitrator may be final and binding upon the parties thereto, and the prevailing party may apply to entered in a court of competent jurisdiction for enforcement judicial recognition of the decision and an order of enforcement. The arbitration proceedings and the decision of the arbitrator shall not be made public without the mutual consent of the Parties and each Party shall maintain the confidentiality of such award proceedings and decision unless each Party otherwise agrees in writing; provided that a Party may make such disclosures as are permitted for Confidential Information under Section 6 above. Unless otherwise mutually agreed upon by the Parties, the arbitration proceedings shall be conducted in the Borough of Manhattan in the State of New York. The Parties agree that they shall share equally the cost of the arbitration filing and hearing fees, and the cost of the arbitrator and administrative fees of JAMS. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute, a Party may seek appropriate interim or provisional relief from any court of competent jurisdiction as necessary to protect the rights or property of that Party.

Appears in 1 contract

Samples: Exclusive License Agreement (NantKwest, Inc.)

Governing Law and Dispute Resolution. This Agreement will be governed by and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Hong Kong, the State of New York applicable to agreements made and to be performed wholly within that State without giving effect regard to principles of its conflicts of law laws provisions. Any dispute, claim or controversy or claim (each, a “Dispute”) between the Parties arising out of or relating to the circumstances and relationships contemplated by this Agreement, including disputes relating to the validity, construction or the interpretation interpretation of this Agreement (“Disputes”), breach shall, termination upon written notice of Licensor to Licensee or Licensee to Licensor, validity or invalidity thereof as applicable, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party. The Dispute shall be settled for resolution by final, binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC shall select the arbitrator, who shall be qualified to practice law in Hong Kong. The arbitral proceedings shall be conducted in Chinese. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12 9(f). The arbitration shall be conducted by the Judicial Arbitration and Mediation Services, including Inc. (or any successor entity thereto) (“JAMS”) under its rules of arbitration then in effect, except as modified in this Agreement. The arbitration shall be conducted in the provisions concerning English language, by a single arbitrator. The arbitrator shall determine what discovery will be permitted, consistent with the appointment goal of limiting the cost and time which the Parties must expend for discovery; provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the arbitrator Dispute. The Parties agree that the decision of the arbitrator shall be the sole, exclusive and binding remedy between them regarding the provisions of this Section 8.12 shall prevail. Each party Dispute presented to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party arbitrator. The award Any decision of the arbitral tribunal shall arbitrator may be final and binding upon the parties thereto, and the prevailing party may apply to entered in a court of competent jurisdiction for enforcement judicial recognition of the decision and an order of enforcement. The arbitration proceedings and the decision of the arbitrator shall not be made public without the mutual consent of the Parties and each Party shall maintain the confidentiality of such award proceedings and decision unless each Party otherwise agrees in writing; provided that a Party may make such disclosures as are permitted for Confidential Information under Section 6 above. Unless otherwise mutually agreed upon by the Parties, the arbitration proceedings shall be conducted in the Borough of Manhattan in the State of New York. The Parties agree that they shall share equally the cost of the arbitration filing and hearing fees and the cost of the arbitrator and administrative fees of JAMS. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Pending the selection of the arbitrator or pending the arbitrator’s determination of the merits of any Dispute, a Party may seek appropriate interim or provisional relief from any court of competent jurisdiction as necessary to protect the rights or property of that Party.

Appears in 1 contract

Samples: Exclusive License Agreement (NantKwest, Inc.)

Governing Law and Dispute Resolution. This Agreement shall be governed by and all acts and transactions pursuant hereto and the rights and obligations of construed in accordance with Hong Kong law. Any disputes between the parties hereto regarding this Agreement shall be governed, construed referred to and interpreted finally settled by arbitration under the UNCITRAL Arbitration Rules (the “Rules”) then in force before a single arbitrator who shall be appointed in accordance with the laws of Hong Kong, without giving effect to principles of conflicts of law Rules. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, The appointing authority shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other party. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre ( the “HKIAC” ) in accordance with ). The place of the arbitration shall be Hong Kong International Arbitration Centre Administered Arbitration Rules ( and the “HKIAC Rules”) in force when language of the Arbitration Notice is submitted in accordance with the HKIAC Rules. There arbitration shall be one (1) arbitrator English. The HKIAC shall select decision of the arbitrator, who arbitrator shall be qualified to practice law in Hong Kong final and binding. The arbitral proceedings shall Parties waive any right of appeal to any court, insofar as such waiver can validly be conducted in Chinese. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.12, including the provisions concerning the appointment of the arbitrator, the provisions of this Section 8.12 shall prevail made. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral arbitration proceedings, subject only to any confidentiality obligations binding on such party. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply or any legal privilege applicable to a court of competent jurisdiction for enforcement of any such award information and/or documents.

Appears in 1 contract

Samples: kristal.ai