Remedies Dispute Resolution Sample Clauses

Remedies Dispute Resolution. (a) Executive and LanVision recognize that a material breach of any of the covenants or agreements set forth in this Agreement (including without limitation the provisions of Section 7, 8 and 9 of the Employment Agreement incorporated into this Agreement) will cause irreparable harm to the other party and that actual damages may be difficult to ascertain and in any event may be inadequate. Accordingly, each party agrees that in the event of such breach, the other party hereto shall be entitled to injunctive relief in addition to such other legal or equitable remedies as may be available and the other party, at his or its option, may seek to enforce his or its remedies through any court of competent jurisdiction. Executive also agrees that if Executive materially breaches this Agreement, other than for a breach of Section 2 hereof, LanVision may immediately terminate any payments or other obligations remaining due to Executive under this Agreement, provided that Executive may contest such termination in accordance with the arbitration procedures set forth in Section 14(b) below, and provided, further, that all of the other provisions of this Agreement shall remain in full force and effect according to their terms notwithstanding any such termination of payments or other obligations or submission of any dispute to arbitration. (b) Except as set forth in Section 14(a) above and in Section 14 of the Employment Agreement (with respect to Sections 7, 8 and 9 of the Employment Agreement), any and all disputes arising out of or in connection with the execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration clause), shall be submitted to and resolved by arbitration. The arbitration shall be conducted pursuant to the terms of the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. Either party may notify the other party at any time of the existence of an arbitrable controversy by certified mail and shall attempt in good faith to resolve their differences within fifteen days after the receipt of such notice. If the dispute cannot be resolved within the fifteen-day period, either party may file a written demand for arbitration with the American Arbitration Association. The place of arbitration shall be Cincinnati, Ohio. Each party shall pay his or its own expenses, including legal fees, in connection with any dispute arising under ...

Remedies Dispute Resolution. (a) Except as otherwise provided herein, any and all remedies herein expressly conferred on a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity on such party, and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy. (b) The parties hereto hereby agree that irreparable damage would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, subject to Section 8.9(c) below, the parties hereto acknowledge and hereby agree that in the event of any breach by Ligado, on the one hand, or any of the Parent Group, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, Ligado, on the one hand, and the Parent Group, on the other hand, shall be entitled (without proof of actual damages or otherwise or posting or securing any bond) to an injunction or injunctions to prevent or restrain breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Ligado, on the one hand, and the Parent Group, on the other hand, hereby agree not to oppose the availability of the equitable remedy of specific performance on the basis that the other party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity. (c) If during the term of this Agreement, a dispute arises between the Ligado, on the one hand, and the Parent Group, on the other hand (each, a “Dispute Party”), or one Dispute Party perceives the other as acting unfairly or unreasonably, or a question of interpretation arises hereunder, then the Dispute Parties’ respective representatives (as identified in Schedule 1 (Dispute Resolution Representatives)) shall promptly confer and exert reasonable best efforts to reach a reasonable and equitable resolution of the dispute. If the representatives are unable to resolve the issue within ten (10) Business Days, then the representative of the Dispute Party that initially raised the dispute shall develop a description of the dispute, identify such dispute as either “technical” or “commercial” i...

Remedies Dispute Resolution. Any Dispute shall be resolved in accordance with the procedures set forth in the Purchase Agreement, which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified herein or in the Purchase Agreement and are incorporated herein by reference.

Remedies Dispute Resolution. Does the agreement permit you to withhold transaction fees as a consequence of substandard performance? Does it provide for fast track dispute resolution? - Termination. Does the agreement provide you with flexibility to terminate without penalty?

Remedies Dispute Resolution a. In the event of a dispute arising under this Agreement, the Parties shall, without delay and in good faith attempt to amicably resolve such dispute through negotiation. Should the Parties be unable to resolve any dispute between themselves within 10 business days of written notice of such dispute (“10-Day Dispute Period”) the parties will, within three business days following the 10-Day Dispute Period select a neutral mediator experienced in mediation and in matters customarily related to the area of dispute. The dispute will be submitted to the mediator for non-binding mediation, the decision of such mediation not to extend beyond 60 days from the conclusion of the 10-

Remedies Dispute Resolution. (a) Each of the Sellers acknowledge that the Business and the Purchased Assets are unique and recognize that in the event of a breach of this Agreement by the Sellers money damages may be inadequate and Buyer may have no adequate remedy at law. Accordingly, the Sellers agree that Buyer shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and the obligations of the Sellers hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other equitable relief. (b) Buyer and Sellers may enforce (i) any decision of an Independent Arbitrator with respect to the determination of the Final Purchase Price or the Accounts Receivable Adjustment pursuant to Section 1.4 and Section 1.5, respectively, hereof, or (ii) any Final Determination in any state or federal court having jurisdiction over such dispute (each of (i) and (ii), a "Dispute"). ------- For the purpose of any action or proceeding instituted with respect to any Dispute, each party hereto hereby irrevocably submits to the jurisdiction of such courts, irrevocably consents to the service of process by registered mail or personal service and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter have to personal jurisdiction, the laying of venue of any such action or proceeding brought in any such court and any claim that any such action or proceeding brought in any court has been brought in an inconvenient forum.

Remedies Dispute Resolution. 10 SCHEDULE A TERMS AND CONDITIONS

Remedies Dispute Resolution. (a) If the Company determines in its sole judgment and discretion that Employee is in breach of this Agreement or the Covenants Agreement (as modified herein), then in addition to and not instead of the Released Parties’ other remedies hereunder or otherwise at law or equity, Company shall have the right, upon written notice to Employee and his counsel (c/o Sxxxx Xxxxxxxx, Esq, Axxxxx & Gxxxxxx) (a “Breach Notice”), to cease making any further payments to Employee under Sections 4(a) and (b) of this Agreement. This Agreement shall continue to be binding on Employee and the Released Parties shall be entitled to enforce the provisions of this Agreement. (b) If Employee disagrees with Company’s determination under Section 8(a) or for any reason has a dispute with Employer regarding this Agreement or any other matter or thing, Employee shall be permitted to bring an arbitration proceeding in Bergen County before a retired judge of the Superior Court of New Jersey or other mutually agreeable arbitrator. The prevailing party in that arbitration proceeding shall be entitled to recoup reasonable attorneys’ fees and other costs associated with such arbitration proceeding if the arbitrator so determines. The Company also shall have the right to file a demand for arbitration if a dispute between the parties requires resolution. Notwithstanding the foregoing, nothing herein shall be deemed to limit or alter the Company’s right to seek injunctive relief before a court of competent jurisdiction to enforce its rights under the Covenants Agreement.

Remedies Dispute Resolution. 17 Section 8.1 Specific Performance..................................................................... 17 Section 8.2 Dispute Resolution....................................................................... 18