Xxxxxxxxxon. This Agreement shall terminate at the close of business on the 45th day following the effective date of the Registration Statement (of which the enclosed Prospectus forms a part), unless extended at Morgan Joseph's discretion for a period or periods not to exceed in the aggregate 30 additional days. Morgan Joseph may terminate this Agreement, whether or not extended, at any time and for any reason, without notice. In addition, this Agreement shall automatically terminate if the Selected Dealer: (a) ceases to be a member in good standing of the NASD, (b) becomes subject to NASD suspension, or (c) has its registration as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") is terminated or suspended. Upon termination, all rights and obligations under this Agreement shall cease, except rights and obligations accrued or unsatisfied at the date of termination.
Xxxxxxxxxon. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Broward County, Florida, in accordance with the Rules of the American Arbitration Association then in effect (except to the extent that the procedures outlined below differ from such rules). The parties agree to act as expeditiously as possible to select arbitrators and conclude the dispute. The selected arbitrators must ender their decision in writing. The cost and expenses of the arbitration and of enforcement of any award in any court shall be borne by the losing party. If advances are required, each party will advance one-half of the estimated fees and expenses of the arbitrators. Judgment may be entered on the arbitrators' award in any court having jurisdiction. Although arbitration is contemplated to resolve disputes hereunder, either party may proceed to court to obtain an injunction to protect its rights hereunder, the parties agreeing that either could suffer irreparable harm by reason of any breach of this Agreement. Pursuit of an injunction shall not impair arbitration on all remaining issues.
Xxxxxxxxxon. 15.1 Except as provided in Articles 6.5 and 7.1, any dispute, controversy or claim arising out of or in relation to or in connection with this Agreement, the operations carried out under this Agreement or the relationship of the parties created under this Agreement, shall be exclusively and finally settled by confidential arbitration, and any party may submit such a dispute, controversy or claim to arbitration. The arbitration proceeding shall be held at the location of the non- instituting party in the English language and shall be governed by the rules of the International Chamber of Commerce (the "ICC") as amended from time to time. Any procedural rule not determined under the rules of the ICC shall be determined by the laws of the Canada, other than those laws that would refer the matter to another jurisdiction. A single arbitrator shall be appointed by unanimous consent of the parties. If the parties cannot reach agreement on an arbitrator within 45 days of the submission of a notice of arbitration, the appointing authority for the implementation of such procedure shall be the ICC, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. If the ICC is unable to appoint, or fails to appoint, an arbitrator within 90 days of being requested to do so, then the arbitration shall be heard by three arbitrators, one selected by each party within the 30 days of being required to do so, and the third promptly selected by the two arbitrators selected by the parties. The arbitrators shall announce the award and the reasons therefor in writing within six months after the conclusion of the presentation of evidence and oral or written argument, or within such longer period as the parties may agree upon in writing. The decision of the arbitrators shall be final and binding upon the parties. Judgment upon the award rendered may be entered in any court having jurisdiction over the person or the assets of the party owing the judgment or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. Unless otherwise determined by the arbitrator, each party involved in the arbitration shall bear the expense of its own counsel, experts and presentation of proof, and the expense of the arbitrator and the ICC (if any) shall be divided equally among the parties to the arbitration.
Xxxxxxxxxon. Axx xxxxxxxx xrising xxxxx this Agreement between Seller and/or Barry, on the one hand, and Buyer, on the other hand, shall be submittex xx binding arbitration to be conducted by one (1) arbitrator in accordance with the Commercial Dispute Resolution Procedures of the American Arbitration Association, but only after completion of the dispute resolution procedures set forth in Section 14 of this Agreement (if required by Section 14). The award rendered in the arbitration shall be conclusive and binding upon the parties hereto, and judgment upon the award may be entered in any court having jurisdiction. The arbitration shall take place at a location selected by the arbitrator. The arbitrator shall have no power to change any of the provisions of this Agreement in any respect, and the jurisdiction of the arbitrator is hereby expressly limited accordingly. No claims or defenses, legal or factual, may be raised in the arbitration proceeding which were not presented by the parties during the 90 day period during which they endeavored to resolve such disputes. The parties agree that the party to an arbitrated dispute who loses the dispute shall pay all reasonable legal and professional expenses (including the legal fees and expert witness fees of the prevailing party) relating to the arbitrated dispute; except that the party asserting the Claim shall pay the arbitrator's fees and expenses. In the event that the arbitrator does not rule entirely in favor of one party to the dispute, the arbitrator shall determine to what extent each party shall pay such expenses (except as aforesaid with respect to the arbitrator's fees and expenses).
Xxxxxxxxxon. The Buyer and the Sellers shall cooperate (to a reasonable extent) with each other and shall cause their respective Representatives and Affiliates to cooperate (to a reasonable extent) with each other after the Closing to ensure the orderly transition of the ownership of the Target Companies and control of the Business to the Buyer and to minimize any disruption to the Business that might result from the transactions contemplated hereby. e. Records/Personnel . 49
Xxxxxxxxxon. This Agreement and the Purcxxxxx'x xnd Issuer's ----------- respective rights and obligations under the Custodian Agreement shall terminate upon the transfer of all of Issuer's securities pursuant to the Custodian Agreement.
Xxxxxxxxxon. Any disputes arising xxxxxxx xxx Xxxxies relating to, arising out of or in any way connected with this Agreement or any term or condition hereof, or the performance by either Party of its obligations hereunder, whether before or after termination of the Agreement, shall be finally resolved by binding arbitration, provided that no termination shall be effective until resolution of the arbitration referred to in this Section 9.2. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party. The Party giving such notice shall refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice. During such period, the Parties shall make good faith efforts to amicably resolve the dispute without arbitration. Any arbitration hereunder shall be conducted under the rules of the American Arbitration Association. Each such arbitration shall be conducted by a panel of three arbitrators: one arbitrator shall be appointed by each of Interneuron and Intercardia and the third shall be appointed by the two arbitrators; provided, however, if no mutually acceptable arbitrator can be agreed to by the first two arbitrators, a third shall be appointed by the American Arbitration Association. Any such arbitration shall be held in New York, New York. The arbitrators shall have the authority to direct the Parties as to the manner in which the Parties shall resolve the disputed issues, to render a final decision with respect to such disputed issues, or to grant specific performance with respect to any such disputed issue. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Nothing in this Section shall be construed to preclude either Party from seeking provisional remedies, including but not limited to, temporary restraining orders and preliminary injunctions, from any court of competent jurisdiction, in order to protect its rights pending arbitration, but such preliminary relief shall not be sought as a means of avoiding arbitration. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.
Xxxxxxxxxon. This Agreement may be terminated by the Underwriter by notice to the Company (a) at any time prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to Option Units) if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis if the effect of such outbreak, escalation, declaration, emergency, calamity or crisis on the financial markets of the United States would, in the Underwriter's judgment, make it impracticable or inadvisable to market the Units or to enforce contracts for the sale of the Units, (iii) any material change in economic or political conditions, if the effect of such change on the financial markets of the United States would, in the Underwriter's judgment, make it impracticable or inadvisable to market the Units or to enforce contracts for the sale of the Units or (iv) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (v) the enactment, publication, decree or other promulgation of any statute, regulation, rule or order of any court or other governmental authority which in the Underwriter's opinion materially and adversely affects or may materially and adversely affect the business or operations of the Company, (vi) the declaration of a banking moratorium by United States or New York State authorities, (vii) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Exchange Act); (viii) the suspension of trading of the Company's common stock by the American Stock Exchange, the Commission, or any other governmental authority or, (ix) th...
Xxxxxxxxxon. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof, and supersedes all discussions, agreements and understandings, both written and oral, among the Parties with respect thereto.
