Common use of Governing Law Judicial Reference Clause in Contracts

Governing Law Judicial Reference. This Lease shall be construed and enforced in accordance with the laws of the State of California. Landlord and Tenant agree that, other than an action by Landlord to obtain possession of the Premises or any action which seeks relief which can only be obtained by court proceeding, any action or proceeding by either of them against the other arising out of or in connection with this Lease, Tenant’s use or occupancy of the Premises, or any claim of injury or damage occurring in or about the Building or the Premises shall, upon the motion of either party, be submitted to general judicial reference pursuant to California Code of Civil Procedure Sections 638 et seq. or any successor statutes thereto. The parties shall cooperate in good faith to ensure that all necessary and appropriate parties are included in the judicial reference proceeding. The general referee shall have the authority to try all issues, whether of fact or law, and to report a statement of decision to the court. Landlord and Tenant shall use the procedures adopted by Judicial Arbitration and Mediation Services/Endispute (“JAMS”) for judicial reference (or any other entity offering judicial reference dispute resolution procedures as may be mutually acceptable to the parties), provided that the following rules and procedures shall apply in all cases unless the parties agree otherwise: (a) The proceedings shall be heard in the City and County of San Francisco, California; (b) The referee must be a retired judge or a licensed attorney with substantial experience in relevant real estate matters; (c) Any dispute regarding the selection of the referee shall be resolved by JAMS or the entity providing the reference services, or, if no entity is involved, by the court with appropriate jurisdiction; (d) The referee may require one or more pre-hearing conferences; (e) The parties shall be entitled to discovery, and the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge; (f) A stenographic record of the trial shall be made, provided that the record shall remain confidential except as may be necessary for post- hearing motions and any appeals; (g) The referee’s statement of decision shall contain findings of fact and conclusions of law to the extent applicable; and (h) The referee shall have the authority to rule on all post-hearing motions in the same manner as a trial judge. The statement of decision of the referee upon all of the issues considered by the referee shall be binding upon the parties, and upon filing of the statement of decision with the clerk of the court, or with the judge where there is no clerk, judgment may be entered thereon. The decision of the referee shall be appealable as if rendered by the court. This provision shall in no way be construed to limit any valid cause of action which may be brought by any of the parties. BY INITIALING BELOW, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING AND ACCEPT THAT BY CHOOSING JUDICIAL REFERENCE THEY ARE GIVING UP THE RIGHT TO A JURY TRIAL. Landlord’s Initials Tenant’s Initials IN THE EVENT LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR NONPAYMENT OF BASE RENT OR ADDITIONAL RENT, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW. IN ADDITION, IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT TO (I) SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION 30.24, THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, AND (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW. THE PROVISIONS OF THIS SECTION 30.24 SHALL SURVIVE THE EXPIRATION OF THE LEASE TERM OR EARLIER TERMINATION OF THIS LEASE.

Governing Law Judicial Reference. This Lease shall be construed and enforced in accordance with the laws of the State of California. Landlord If the jury waiver provisions of this Section 29.22 are not enforceable under California law, then the following provisions shall apply. It is the desire and Tenant agree that, other than an action by Landlord to obtain possession intention of the parties to agree upon a mechanism and procedure under which controversies and disputes arising out of this Lease or related to the Premises will be resolved in a prompt and expeditious manner. Accordingly, except with respect to actions for unlawful or any action which seeks relief which can only be obtained by court proceedingforcible detainer or with respect to the prejudgment remedy of attachment, any action action, proceeding or proceeding counterclaim brought by either of them party hereto against the other (and/or against its officers, directors, employees, agents or subsidiaries or affiliated entities) on any matters whatsoever arising out of or in connection any way connected with this Lease, Tenant’s use or occupancy of the Premises, or Premises and/or any claim of injury or damage occurring damage, whether sounding in contract, tort, or about otherwise, shall be heard and resolved by a referee under the Building or provisions of the Premises shall, upon the motion of either party, be submitted to general judicial reference pursuant to California Code of Civil Procedure Procedure, Sections 638 et seq. — 645.1, inclusive (as same may be amended, or any successor statutes statute(s) thereto) (the “Referee Sections”). The parties shall cooperate in good faith Any fee to ensure that all necessary and appropriate parties are included in initiate the judicial reference proceedingproceedings and all fees charged and costs incurred by the referee shall be paid by the party initiating such procedure (except that if a reporter is requested by either party, then a reporter shall be present at all proceedings where requested and the fees of such reporter - except for copies ordered by the other parties - shall be borne by the party requesting the reporter); provided however, that allocation of the costs and fees, including any initiation fee, of such proceeding shall be ultimately determined in accordance with Section 29.21 above. The general venue of the proceedings shall be in the county in which the Premises are located. Within ten (10) days of receipt by any party of a written request to resolve any dispute or controversy pursuant to this Section 29.22, the parties shall agree upon a single referee who shall have the authority to try all issues, whether of fact or law, and to report a statement finding and judgment on such issues as required by the referee sections. If the parties are unable to agree upon a referee within such ten (10) day period, then any party may thereafter file a lawsuit in the county in which the Premises are located for the purpose of decision to appointment of a referee under the referee sections. If the referee is appointed by the court. Landlord and Tenant shall use , the procedures adopted by Judicial Arbitration and Mediation Services/Endispute (“JAMS”) for judicial reference (or any other entity offering judicial reference dispute resolution procedures as may be mutually acceptable to the parties), provided that the following rules and procedures shall apply in all cases unless the parties agree otherwise: (a) The proceedings referee shall be heard in the City a neutral and County of San Francisco, California; (b) The referee must be a impartial retired judge or a licensed attorney with substantial experience in the relevant real estate matters; (c) Any dispute regarding matters to be determined, from JAMS, the selection American Arbitration Association or similar mediation/arbitration entity. The proposed referee may be challenged by any party for any of the grounds listed in the referee sections. The referee shall be resolved by JAMS have the power to decide all issues of fact and law and report his or her decision on such issues, and to issue all recognized remedies available at law or in equity for any cause of action that is before the entity providing referee, including an award of attorneys’ fees and costs in accordance with this lease. The referee shall not, however, have the reference servicespower to award punitive damages, or, if no entity is involved, nor any other damages which are prohibited by the court with appropriate jurisdiction; (d) The referee may require one or more pre-hearing conferences; (e) express provisions of this Lease, and the parties hereby waive any right to recover any such damages. The parties shall be entitled to discoveryconduct all discovery as provided in the California Code of Civil Procedure, and the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge; , with rights to regulate discovery and to issue and enforce subpoenas, protective orders and other limitations on discovery available under California law. The reference proceeding shall be conducted in accordance with California law (f) A stenographic record including the rules of evidence), and in all regards, the referee shall follow California law applicable at the time of the trial reference proceeding. The parties shall be madepromptly and diligently cooperate with one another and the referee, provided that the record and shall remain confidential except perform such acts as may be necessary for post- hearing motions to obtain a prompt and any appeals; (g) The referee’s statement expeditious resolution of decision shall contain findings the dispute or controversy in accordance with the terms of fact this Section 29.22. In this regard, the parties agree that the parties and conclusions of law to the extent applicable; and (h) The referee shall have use best efforts to ensure that (a) discovery be conducted for a period no longer than six (6) months from the authority to rule on all post-hearing date the referee is appointed, excluding motions in the same manner as regarding discovery, and (b) a trial judgedate be set within nine (9) months of the date the referee is appointed. The statement In accordance with Section 644 of the California Code of Civil Procedure, the decision of the referee upon all the whole issue must stand as the decision of the issues considered by the referee shall be binding upon the partiescourt, and upon the filing of the statement of decision with the clerk of the court, or with the judge where if there is no clerk, judgment may be entered thereonthereon in the same manner as if the action had been tried by the court. The Any decision of the referee and/or judgment or other order entered thereon shall be appealable as to the same extent and in the same manner that such decision, judgment, or order would be appealable if rendered by a judge of the courtSuperior Court in which venue is proper hereunder. This provision The referee shall in no way his/her statement of decision set forth his/her findings of fact and conclusions of law. The parties intend this general reference agreement to be construed specifically enforceable in accordance with the Code of Civil Procedure. Nothing in this Section 29.22 shall prejudice the right of any party to limit any valid cause obtain provisional relief or other equitable remedies from a court of action which may competent jurisdiction as shall otherwise be brought by any available under the Code of the parties. BY INITIALING BELOW, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING AND ACCEPT THAT BY CHOOSING JUDICIAL REFERENCE THEY ARE GIVING UP THE RIGHT TO A JURY TRIAL. Landlord’s Initials Tenant’s Initials IN THE EVENT LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR NONPAYMENT OF BASE RENT OR ADDITIONAL RENT, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW. IN ADDITION, IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT TO (I) SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION 30.24, THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, AND (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW. THE PROVISIONS OF THIS SECTION 30.24 SHALL SURVIVE THE EXPIRATION OF THE LEASE TERM OR EARLIER TERMINATION OF THIS LEASECivil Procedure and/or applicable court rules.

Governing Law Judicial Reference. This Lease Agreement shall be construed governed by and enforced interpreted in accordance with the laws of the State of California, without giving effect to the principles thereof regarding the conflict of laws. Landlord The Company irrevocably (a) consents to and Tenant agree thatexpressly submits to the exclusive personal jurisdiction of any state or federal court sitting in San Diego County, other than an action by Landlord to obtain possession of the Premises or California in connection with any action which seeks relief which can only be obtained by court proceeding, any action dispute or proceeding by either of them against the other arising out of or relating to this Agreement or any other Transaction Document, (b) agrees that all claims in connection with this Leaserespect of any such dispute or proceeding may only be heard and determined in any such court, Tenant’s use or occupancy (c) expressly submits to the venue of any such court for the Premisespurposes hereof, or and (d) waives any claim of injury improper venue and any claim or damage occurring objection that such courts are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions or about to any claim that such venue of the Building suit, action or proceeding is improper. The Company hereby irrevocably consents to the Premises shallservice of process of any of the aforementioned courts in any such proceeding by the mailing of copies thereof by reputable overnight courier (e.g., upon FedEx) or certified mail, postage prepaid, to such party's address as provided for herein, such service to become effective ten (10) calendar days after such mailing. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. If the motion jury waiver set forth in this paragraph is not enforceable, then any claim or cause of either partyaction arising out of or relating to this Agreement, the other Transaction Documents or any of the transactions contemplated therein shall be submitted to general settled by judicial reference pursuant to California Code of Civil Procedure Sections Section 638 et seq. or any successor statutes thereto. The parties shall cooperate in good faith before a referee sitting without a jury, such referee to ensure that all necessary and appropriate parties are included in the judicial reference proceeding. The general referee shall have the authority to try all issues, whether of fact or law, and to report a statement of decision to the court. Landlord and Tenant shall use the procedures adopted by Judicial Arbitration and Mediation Services/Endispute (“JAMS”) for judicial reference (or any other entity offering judicial reference dispute resolution procedures as may be mutually acceptable to the parties), provided that the following rules and procedures shall apply in all cases unless the parties agree otherwise: (a) The proceedings shall be heard in the City and County of San Francisco, California; (b) The referee must be a retired judge or a licensed attorney with substantial experience in relevant real estate matters; (c) Any dispute regarding the selection of the referee shall be resolved by JAMS or the entity providing the reference services, or, if no entity agreement is involvedreached, by a referee appointed by the court with appropriate jurisdiction; (d) The referee may require one Presiding Judge of the California Superior Court for San Diego County. This paragraph shall not restrict a party from exercising remedies under the Uniform Commercial Code or more from exercising pre-hearing conferences; (e) The parties shall be entitled to discovery, and the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge; (f) A stenographic record of the trial shall be made, provided that the record shall remain confidential except as may be necessary for post- hearing motions and any appeals; (g) The referee’s statement of decision shall contain findings of fact and conclusions of law to the extent applicable; and (h) The referee shall have the authority to rule on all post-hearing motions in the same manner as a trial judge. The statement of decision of the referee upon all of the issues considered by the referee shall be binding upon the parties, and upon filing of the statement of decision with the clerk of the court, or with the judge where there is no clerk, judgment may be entered thereon. The decision of the referee shall be appealable as if rendered by the court. This provision shall in no way be construed to limit any valid cause of action which may be brought by any of the parties. BY INITIALING BELOW, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING AND ACCEPT THAT BY CHOOSING JUDICIAL REFERENCE THEY ARE GIVING UP THE RIGHT TO A JURY TRIAL. Landlord’s Initials Tenant’s Initials IN THE EVENT LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR NONPAYMENT OF BASE RENT OR ADDITIONAL RENT, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW. IN ADDITION, IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT TO (I) SUBJECT TO THE FOREGOING PROVISIONS OF THIS SECTION 30.24, THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, AND (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW. THE PROVISIONS OF THIS SECTION 30.24 SHALL SURVIVE THE EXPIRATION OF THE LEASE TERM OR EARLIER TERMINATION OF THIS LEASEremedies under applicable law.