Common use of ARBITRATION AND DISPUTE RESOLUTION Clause in Contracts

ARBITRATION AND DISPUTE RESOLUTION. Any controversy, claim, or dispute relating to the performance of this Agreement (a “Dispute”) shall be resolved in accordance with the procedure specified in this Section 12.11. Either party may serve written notice of any Dispute to the other party. The parties shall meet to attempt to resolve the Dispute within ten (10) days of such notice. Such meeting shall be attended by individuals with decision-making authority who will negotiate in good faith to attempt to reach a resolution of the Dispute prior to pursuing other available remedies. If, within fifteen (15) days after such meeting, the parties have not succeeded in negotiating a resolution of the Dispute, such Dispute shall be resolved through final and binding arbitration conducted by three (3) arbitrators familiar with the telecommunications industry and with no conflicts with any party or material relationship with any party. The arbitration shall be held in Chicago, Illinois in accordance with the then-current Rules of Conciliation and Arbitration of the American Arbitration Association, or such other rules as the parties may agree in writing. Such arbitrators shall be selected by mutual agreement of the parties within ten (10) days of the request for arbitration, or failing such agreement, each party shall select one (1) arbitrator and the two (2) selected arbitrators shall mutually agree upon the selection of a third arbitrator within fifteen (15) days of the request for arbitration. Prior to the commencement of proceedings, each arbitrator will take an oath of impartiality. The parties shall be afforded ninety (90) days to conduct discovery prior to the arbitration. The arbitrators shall have the authority to resolve discovery disputes and to grant provisional or ancillary remedies, including equitable remedies. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration shall be subject to the confidentiality provisions of this Agreement. A court reporter shall be present at all arbitration proceedings in order to transcribe them and such transcription shall be the official record of such proceedings for purposes of any judicial enforcement or review proceeding. The arbitrators’ decision shall specify the basis for any award and the types of damages awarded. The parties shall bear the cost of such arbitration equally and the prevailing party in any such arbitration and any judicial enforcement or review proceeding shall be entitled to reasonable attorneys’ fees from the non-prevailing party in an amount to be determined by the arbitrators, in addition to any other award ordered by the arbitrators. Judgment on the arbitrator’s decision may be entered in any court of competent jurisdiction.

ARBITRATION AND DISPUTE RESOLUTION. Any controversyFor Partners whose Authorized Territory(ies), claim, or dispute relating to the performance of this Agreement (a “Dispute”) shall be resolved in accordance with the procedure specified terms of this Agreement, is located outside of the United States (or, in the event no Authorized Territory has been designated, then for Partners whose primary place of business is located outside of the United States), except as otherwise expressly provided in this Section 12.11. Either party may serve written notice Agreement, all disputes, controversies, or claims, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory arising out of any Dispute or relating to the other party. The parties shall meet to attempt to resolve the Dispute within ten (10) days of such notice. Such meeting shall be attended this Agreement, its interpretation, or enforcement not resolved amicably by individuals with decision-making authority who will negotiate in good faith to attempt to reach a resolution of the Dispute prior to pursuing other available remedies. If, within fifteen (15) days after such meeting, the parties have not succeeded in negotiating a resolution of the Dispute, such Dispute shall be resolved through final by arbitration in accordance with the then current JAMS International Arbitration Rules and binding arbitration conducted by three (3) one or more arbitrators familiar appointed in accordance with the telecommunications industry and with no conflicts with any party or material relationship with any partysuch Rules. The arbitration shall be held conducted in Chicago, Illinois in accordance with the then-current Rules of Conciliation English language and Arbitration of the American Arbitration Association, or such other rules as the parties may agree in writing. Such arbitrators shall be selected by mutual agreement of the parties within ten (10) days of the request for arbitration, or failing such agreement, each party shall select one (1) arbitrator and the two (2) selected arbitrators shall mutually agree upon the selection of a third arbitrator within fifteen (15) days of the request for arbitration. Prior to the commencement of proceedings, each arbitrator will take an oath of impartiality. The parties shall be afforded ninety (90) days to conduct discovery prior to the arbitration. The arbitrators shall have the authority to resolve discovery disputes and to grant provisional or ancillary remedies, including equitable remedies. The arbitration proceedings and all testimonyat Ruckus’ offices located at 000 X Xxxx Xxxxx, filings, documents documents, and other information relating to produced or presented during given in connection with the arbitration shall be subject treated as Confidential Information, except as may be necessary to enter any arbitration ruling in a court of competent jurisdiction or as otherwise may be required by law. Notwithstanding the confidentiality provisions foregoing, either party may commence a suit in any jurisdiction to enforce an arbitration award or judgment obtained pursuant to this Section or to seek the emergency or injunctive relief provided for herein (including, without limitation, this Section). In the event of this Agreement. A court reporter shall be present at all arbitration proceedings in order to transcribe them and such transcription shall be the official record of such proceedings for purposes commencement of any judicial enforcement suit in the courts of California the parties hereby waive any defense based on a lack of personal jurisdiction, improper venue, or review proceedingthe inconvenience of the forum. The arbitrators’ decision shall specify Partner acknowledges that in the basis for event of a breach or threatened breach of any award of the covenants contained in Sections 2 (Licenses to Partner), 11.1 (Confidentiality) and the types of damages awarded. The parties shall bear the cost of such arbitration equally 11.9 (Arbitration and the prevailing party in any such arbitration and any judicial enforcement or review proceeding Dispute Resolution) Ruckus shall be entitled without prior notice, to reasonable attorneys’ fees seek injunctive relief to enforce Partner’s compliance with such covenants. Furthermore, nothing in this Agreement shall preclude either party from seeking specific performance or other equitable relief including, but not limited to, temporary restraining orders and preliminary injunctions from a court of competent jurisdiction to protect its rights or prevent harm pending the non-prevailing party in obtaining of an amount to be determined by the arbitratorsarbitration ruling, in addition to any other award ordered by the arbitrators. Judgment on the arbitrator’s decision may be entered in nor shall anything herein prevent Xxxxxx from seeking monetary damages from any court of competent jurisdictionjurisdiction for monies owed to it hereunder.

ARBITRATION AND DISPUTE RESOLUTION. Any controversyTHE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, claimINCLUDING ANY RIGHT TO A JURY TRIAL, or WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE MERGER CONSIDERATION UNDER SECTIONS 2.1(a) ONLY. The parties agree that in the event Buyer and the Shareholders' Representative are unable to resolve a dispute relating concerning determination of the Adjustments to the performance of this Agreement (a “Dispute”) Merger Consideration, such dispute shall be resolved exclusively by arbitration in accordance with the procedure specified in this Section 12.11provisions of Washington statutes for arbitration of civil disputes. Either party may serve written appoint an arbitrator and give notice of any Dispute to the other party. The parties Within ten (10) days of receipt of such notice the other party shall meet to attempt to resolve appoint an arbitrator and the Dispute two arbitrators so appointed shall, within ten (10) days of such notice. Such meeting shall be attended by individuals with decision-making authority who will negotiate in good faith to attempt to reach a resolution appointment of the Dispute prior to pursuing other available remediessecond arbitrator, appoint a third arbitrator. If, within fifteen (15) days after such meeting, the parties have not succeeded in negotiating a resolution of the Dispute, such Dispute shall be resolved through final and binding arbitration conducted by All three (3) arbitrators familiar with the telecommunications industry and with no conflicts with any party or material relationship with any party. The arbitration shall be held in Chicago, Illinois in accordance with the then-current Rules of Conciliation and Arbitration of the American Arbitration Association, or such other rules as the parties may agree in writing. Such arbitrators shall be selected by mutual agreement of the parties within attorneys or certified public accountants with at least ten (10) days years experience in the handling of business sales and acquisitions of a similar nature to the request for arbitration, or failing such agreement, each party shall select one (1) arbitrator and the two (2) selected present transaction. The three arbitrators shall mutually agree upon the selection of conduct a third arbitrator within fifteen (15) days of the request for arbitration. Prior to the commencement of proceedings, each arbitrator will take hearing and shall issue an oath of impartiality. The parties award which shall be afforded ninety (90) days to conduct discovery prior to the arbitration. The arbitrators shall have the authority to resolve discovery disputes final and to grant provisional or ancillary remedies, including equitable remedies. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration shall be subject to the confidentiality provisions of this Agreement. A court reporter shall be present at all arbitration proceedings in order to transcribe them and such transcription shall be the official record of such proceedings for purposes of any judicial enforcement or review proceeding. The arbitrators’ decision shall specify the basis for any award and the types of damages awarded. The parties shall bear the cost of such arbitration equally and the prevailing party in any such arbitration and any judicial enforcement or review proceeding shall be entitled to reasonable attorneys’ fees from the non-prevailing party in an amount to be determined by the arbitrators, in addition to any other award ordered by the arbitrators. Judgment binding on the arbitrator’s decision parties, and judgment may be entered on it in any court of competent jurisdictionjurisdiction as otherwise provided by law. In no event shall the arbitrators award punitive damages. The preceding portion of this Section does not apply to any dispute relating to any other provision of the Agreement, or to any other aspect of the transactions contemplated herein, and such other disputes may be resolved by the parties by any means available, including without limitation court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Merger Consideration under Section 2.1(a), and expressly do not waive the right to trial with respect any other dispute.

ARBITRATION AND DISPUTE RESOLUTION. Any controversyTHE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, claimINCLUDING ANY RIGHT TO A JURY TRIAL, or WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE PURCHASE PRICE UNDER SECTIONS 1.5(a) AND 1.7 ONLY. The parties agree that in the event Buyer and the Shareholders' Representative are unable to resolve a dispute relating concerning determination of the Adjustments to the performance of this Agreement (a “Dispute”) Purchase Price, such dispute shall be resolved exclusively by arbitration to be conducted in O'Neill, Nebraska in accordance with the procedure specified in this Section 12.11provisions of Nebraska statutes for arbitration of civil disputes. Either party may serve written appoint an arbitrator and give notice of any Dispute to the other party. The parties Within ten (10) days of receipt of such notice the other party shall meet to attempt to resolve appoint an arbitrator and the Dispute two arbitrators so appointed shall, within ten (10) days of such notice. Such meeting shall be attended by individuals with decision-making authority who will negotiate in good faith to attempt to reach a resolution appointment of the Dispute prior to pursuing other available remediessecond arbitrator, appoint a third arbitrator. If, within fifteen (15) days after such meeting, the parties have not succeeded in negotiating a resolution of the Dispute, such Dispute shall be resolved through final and binding arbitration conducted by All three (3) arbitrators familiar with the telecommunications industry and with no conflicts with any party or material relationship with any party. The arbitration shall be held in Chicago, Illinois in accordance with the then-current Rules of Conciliation and Arbitration of the American Arbitration Association, or such other rules as the parties may agree in writing. Such arbitrators shall be selected by mutual agreement of the parties within attorneys or certified public accountants with at least ten (10) days years experience in the handling of business sales and acquisitions of a similar nature to the request for arbitration, or failing such agreement, each party shall select one (1) arbitrator and the two (2) selected present transaction. The three arbitrators shall mutually agree upon the selection of conduct a third arbitrator within fifteen (15) days of the request for arbitration. Prior to the commencement of proceedings, each arbitrator will take hearing and shall issue an oath of impartiality. The parties award which shall be afforded ninety (90) days to conduct discovery prior to the arbitration. The arbitrators shall have the authority to resolve discovery disputes final and to grant provisional or ancillary remedies, including equitable remedies. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration shall be subject to the confidentiality provisions of this Agreement. A court reporter shall be present at all arbitration proceedings in order to transcribe them and such transcription shall be the official record of such proceedings for purposes of any judicial enforcement or review proceeding. The arbitrators’ decision shall specify the basis for any award and the types of damages awarded. The parties shall bear the cost of such arbitration equally and the prevailing party in any such arbitration and any judicial enforcement or review proceeding shall be entitled to reasonable attorneys’ fees from the non-prevailing party in an amount to be determined by the arbitrators, in addition to any other award ordered by the arbitrators. Judgment binding on the arbitrator’s decision parties, and judgment may be entered on it in any court of competent jurisdictionjurisdiction as otherwise provided by law. In no event shall the arbitrators award punitive damages. The preceding portion of this Section does not apply to any dispute relating to any other provision of the Agreement, or to any other aspect of the transactions contemplated herein, and such other disputes may be resolved by the parties by any means available, including without limitation court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available with respect to any dispute other than one concerning determination of the adjustments to the Purchase Price under Sections 1.5(a) and 1.7, and expressly do not waive the right to trial with respect any other dispute.

ARBITRATION AND DISPUTE RESOLUTION. Any controversyFor Partners whose Authorized Territory(ies), claim, or dispute relating to the performance of this Agreement (a “Dispute”) shall be resolved in accordance with the procedure specified terms of this Agreement, is located outside of the United States (or, in the event no Authorized Territory has been designated, then for Partners whose primary place of business is located outside of the United States), except as otherwise expressly provided in this Section 12.11. Either party may serve written notice Agreement, all disputes, controversies, or claims, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory arising out of any Dispute or relating to the other party. The parties shall meet to attempt to resolve the Dispute within ten (10) days of such notice. Such meeting shall be attended this Agreement, its interpretation, or enforcement not resolved amicably by individuals with decision-making authority who will negotiate in good faith to attempt to reach a resolution of the Dispute prior to pursuing other available remedies. If, within fifteen (15) days after such meeting, the parties have not succeeded in negotiating a resolution of the Dispute, such Dispute shall be resolved through final by arbitration in accordance with the then current JAMS International Arbitration Rules and binding arbitration conducted by three (3) one or more arbitrators familiar appointed in accordance with the telecommunications industry and with no conflicts with any party or material relationship with any partysuch Rules. The arbitration shall be held conducted in Chicago, Illinois in accordance with the then-current Rules of Conciliation English language and Arbitration of the American Arbitration Association, or such other rules as the parties may agree in writing. Such arbitrators shall be selected by mutual agreement of the parties within ten (10) days of the request for arbitration, or failing such agreement, each party shall select one (1) arbitrator and the two (2) selected arbitrators shall mutually agree upon the selection of a third arbitrator within fifteen (15) days of the request for arbitration. Prior to the commencement of proceedings, each arbitrator will take an oath of impartiality. The parties shall be afforded ninety (90) days to conduct discovery prior to the arbitration. The arbitrators shall have the authority to resolve discovery disputes and to grant provisional or ancillary remedies, including equitable remedies. The arbitration proceedings and all testimonyat Ruckus’ offices located at 000 X Xxxx Xxxxx, filings, documents documents, and other information relating to produced or presented during given in connection with the arbitration shall be subject treated as Confidential Information, except as may be necessary to enter any arbitration ruling in a court of competent jurisdiction or as otherwise may be required by law. Notwithstanding the confidentiality provisions foregoing, either party may commence a suit in any jurisdiction to enforce an arbitration award or judgment obtained pursuant to this Section or to seek the emergency or injunctive relief provided for herein (including, without limitation, this Section). In the event of this Agreement. A court reporter shall be present at all arbitration proceedings in order to transcribe them and such transcription shall be the official record of such proceedings for purposes commencement of any judicial enforcement suit in the courts of California the parties hereby waive any defense based on a lack of personal jurisdiction, improper venue, or review proceedingthe inconvenience of the forum. The arbitrators’ decision shall specify Partner acknowledges that in the basis for event of a breach or threatened breach of any award of the covenants contained in Sections 2 (Licenses to Partner), 11.1 (Confidentiality) and the types of damages awarded. The parties shall bear the cost of such arbitration equally 11.9 (Arbitration and the prevailing party in any such arbitration and any judicial enforcement or review proceeding Dispute Resolution) Ruckus shall be entitled without prior notice, to reasonable attorneys’ fees seek injunctive relief to enforce Partner’s compliance with such covenants. Furthermore, nothing in this Agreement shall preclude either party from seeking specific performance or other equitable relief including, but not limited to, temporary restraining orders and preliminary injunctions from a court of competent jurisdiction to protect its rights or prevent harm pending the non-prevailing party in obtaining of an amount to be determined by the arbitratorsarbitration ruling, in addition to any other award ordered by the arbitrators. Judgment on the arbitrator’s decision may be entered in nor shall anything herein prevent Ruckus from seeking monetary damages from any court of competent jurisdictionjurisdiction for monies owed to it hereunder.