Common use of California Judicial Reference Clause in Contracts

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Agreement or any other Loan Document, (a) the parties agree, and hereby agree to advise the applicable court, that the adjudication of any such action or proceeding (and all related claims) shall be made pursuant to California Code of Civil Procedure Section 638 by a referee (who shall be a single active or retired California state court judge mutually agreeable to the parties (it being agreed that the parties shall not seek to appoint a referee that may be disqualified pursuant to California Code of Civil Procedure Section 641 or 641.2 without the prior written consent of the parties) or, if the parties are unable to agree upon a referee within ten (10) days after a party serves written notice of intent for judicial reference upon the other parties, the referee shall be selected by the court in accordance with California Code of Civil Procedure Section 640(b) who shall hear and determine all of the issues in such action or proceeding (whether of fact or of law) and report a statement of decision, provided that (i) at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court and (ii) the foregoing shall not be deemed to apply to or limit the right of Administrative Agent (or any Lender) (A) to exercise self-help remedies such as (but not limited to) setoff, (B) to foreclose judicially or nonjudicially against any real or personal property collateral, or to exercise judicial or nonjudicial power of sale rights, or (C) to pursue rights against a party in a third-party proceeding in any action brought against Administrative Agent or any Lender (including actions in bankruptcy court), and (b) without limiting the generality of Section 11.04, the Loan Parties shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. The Administrative Agent (or, if applicable, any Lender) may exercise the rights set forth in the foregoing clauses (a) through (b), inclusive, before, during or after the pendency of any judicial reference proceeding. Neither the exercise of self-help remedies nor the institution or maintenance of an action for foreclosure or provisional remedies or the opposition to any such provisional remedies shall constitute a waiver of the right of any party, including, but not limited to, the claimant in any such action, to require submission to judicial reference the merits of the dispute occasioning resort to such remedies. No provision in the Loan Documents regarding submission to jurisdiction and/or venue in any court is intended or shall be construed to be in derogation of the provisions in any Loan Document for judicial reference of any of dispute.

California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Agreement or any other Loan Document, (a) the parties agree, and hereby agree to advise the applicable court, that the adjudication of any such action or proceeding (and all related claims) shall be made pursuant to California Code of Civil Procedure Section 638 by a referee (who shall be a single active or retired California state court judge mutually agreeable to the parties (it being agreed that the parties shall not seek to appoint a referee that may be disqualified pursuant to California Code of Civil Procedure Section 641 or 641.2 without the prior written consent of 105 the parties)) or, if the parties are unable to agree upon a referee within ten (10) days after a party serves written notice of intent for judicial reference upon the other parties, the referee shall be selected by the court in accordance with California Code of Civil Procedure Section 640(b) who shall hear and determine all of the issues in such action or proceeding (whether of fact or of law) and report a statement of decision, provided that (i) at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court and (ii) the foregoing shall not be deemed to apply to or limit the right of Administrative Agent (or any Lender) (A) to exercise self-help remedies such as (but not limited to) setoff, (B) to foreclose judicially or nonjudicially against any real or personal property collateral, or to exercise judicial or nonjudicial power of sale rights, or (C) to pursue rights against a party in a third-party proceeding in any action brought against Administrative Agent or any Lender (including actions in bankruptcy court), and (b) without limiting the generality of Section 11.04, the Loan Parties Borrower shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. The Administrative Agent (or, if applicable, any Lender) may exercise the rights set forth in the foregoing clauses (a) through (b), inclusive, before, during or after the pendency of any judicial reference proceeding. Neither the exercise of self-help remedies nor the institution or maintenance of an action for foreclosure or provisional remedies or the opposition to any such provisional remedies shall constitute a waiver of the right of any party, including, but not limited to, the claimant in any such action, to require submission to judicial reference the merits of the dispute occasioning resort to such remedies. No provision in the Loan Documents regarding submission to jurisdiction and/or venue in any court is intended or shall be construed to be in derogation of the provisions in any Loan Document for judicial reference of any of dispute.