Specific Performance; Arbitration Clause Samples

Specific Performance; Arbitration. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States, Israel or any other state or foreign country having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity for such breaches or failures of performance. Notwithstanding the foregoing, following the Closing, arbitration will be the sole and exclusive remedy of the parties for the resolution of any disputes under Section 8.6 of this Agreement (except with respect to any breach by either Seller of any covenant or agreement of such Seller in Article V). The parties hereby irrevocably agree to resolve any disputes under Section 8.6 through arbitration and to not bring any such claim in any state or Federal court or assert, as a defense in any arbitration proceeding, that arbitration is improper or that such dispute must be brought in any such courts. Any party hereto may initiate arbitration by making a written demand for arbitration on the other party and simultaneously filing copies of the demand, together with the required fees, with the office of JAMS in San Francisco, California. In such event, the matter shall be settled by arbitration held in San Francisco County, California under the then-prevailing rules and procedures of JAMS (the “JAMS Rules”). However, in all events, these arbitration provisions shall govern over any conflicting rules which may now or hereafter be contained in the JAMS Rules. Any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction over the subject matter thereof. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve such dispute.

Specific Performance; Arbitration. At the option of either party, subject to the foregoing, any dispute arising from or with respect to this Agreement shall be decided by arbitration by the American Arbitration Association in accordance with its Commercial rules. At the request of either party, the proceedings will be conducted in secrecy.

Specific Performance; Arbitration. The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that, prior to the Effective Time, any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper to enforce this Agreement or to prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. Any controversies or claims arising out of or relating to this Agreement after the Effective Time shall be fully and finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA Rules"), conducted by one arbitrator either (a) mutually agreed upon by Egghead and the Shareholder Representative or (b) chosen in accordance with the AAA Rules, except that the parties thereto shall have any right to discovery as would be permitted by the Federal Rules of Civil Procedure for a period of 90 days following the commencement of such arbitration, and the arbitrator thereof shall resolve any dispute which arises in connection with such discovery. The prevailing party shall be entitled to costs, expenses and reasonable attorneys' fees, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction identified in Section 11.12. For purposes of this Agreement, the prevailing party shall mean the party who more substantially prevailed in the prosecution of the claims asserted or the defense thereof (including prosecution and defense of any counterclaims) as determined by the arbitrator. Arbitration proceedings shall be conducted in Seattle, Washington.