Common use of Arbitration Dispute Resolution Clause in Contracts

Arbitration Dispute Resolution. (a) Any controversy or claim arising out of or relating to this Agreement or the validity, inducement, or breach thereof, shall be settled by arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then pertaining, except where those rules conflict with this provision, in which case this provision controls. The Parties hereby consent to the jurisdiction of the federal district court for the district in which the arbitration is held for the enforcement of this provision and entry of judgment on any award rendered hereunder. Should such court for any reason lack jurisdiction, any court with jurisdiction shall enforce this clause and enter judgment on any award. (b) The arbitrator shall be an attorney who has at least 15 years of experience with a law firm or corporate law department of over 25 lawyers or was a judge of a court of general jurisdiction for at least 10 years. The arbitration shall be held in Chicago, Illinois and in rendering the award the arbitrator must apply the substantive law of Illinois (except where that law conflicts with this clause), except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. The arbitrator shall be neutral, independent, disinterested, and impartial and shall abide by The Code of Ethics for Arbitrators in Commercial Disputes approved by the AAA. Within 45 days of the initiation of arbitration, the Parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than eight months from the selection of the arbitrator. Failing such agreement, the AAA will design and the Parties will follow procedures that meet such a time schedule. (c) Each Party has the right before, or if the arbitrator cannot hear the matter within an acceptable period, during the arbitration, to seek and obtain from the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration. (d) EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. THE DECISION OF THE ARBITRATOR SHALL BE BINDING UPON THE PARTIES. THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL (INCLUDING LOST SALES OR LOST PROFITS) DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. NO PARTY MAY SEEK OR OBTAIN PREJUDGMENT INTEREST OR ATTORNEY’S FEES OR COSTS.

Arbitration Dispute Resolution. All matters in dispute hereunder which are not mutually resolved by the Parties after good faith negotiation shall be resolved between the Parties pursuant to fmal and binding arbitration as follows: (a) Any controversy or claim arising out of or relating to The arbitration regarding any matter in dispute under this Agreement or the validity, inducement, or breach thereofAgreement, shall be settled be: (i) in the event the amount in dispute is less than One Million Dollars ($1,000,000.00), by arbitration before a single arbitrator, mutually selected by Buyer and Seller; or (ii) in the event the amount in dispute equals or exceeds One Million Dollars ($1,000,000.00), by a panel of three arbitrators, one arbitrator selected by each of Buyer and Seller, and the two arbitrators in accordance turn selecting a third arbitrator to act with them in a panel. Each arbitrator hereunder shall be a neutral-party attorney with at least fifteen (15) years substantial experience in the Commercial Arbitration Rules practice of commercial real estate transactions, chosen from the pool of then available arbitrators working with the American Arbitration Association (“AAA”) then pertaining). All arbitrations shall be held in Anderson, except where those California, and shall be conducted in accordance with the arbitration rules conflict of the AAA, existing at the date thereof, to the extent not inconsistent with this provision, Agreement. The decision of the arbitrator or majority of the panel (as applicable) with respect to any matter in dispute hereunder shall be fmal and binding.. The determination of which case this provision controlsParty (or combination of them) bears the costs and expenses incurred in connection with any arbitration proceeding required hereunder shall be determined by the arbitrator or panel. The Parties hereby consent agree that the arbitrator or panel shall have no jurisdiction to consider evidence with respect to or render an award or judgment for punitive or consequential damages (or any other amount awarded for the purpose of imposing a penalty). The Parties agree that all facts and other information relating to any arbitration arising under this Agreement will be kept confidential to the jurisdiction of the federal district court for the district in which the arbitration is held for the enforcement of this provision and entry of judgment on any award rendered hereunder. Should such court for any reason lack jurisdiction, any court with jurisdiction shall enforce this clause and enter judgment on any awardfullest extent permitted by applicable law. (b) Any Party who fails to submit to binding arbitration following a lawful demand by the other Party shall bear all costs and expenses, including reasonable attorneys’ fees, (including those incurred in any trial, bankruptcy proceeding, appeal or review) incurred by the other Party in obtaining a stay of any pending judicial proceeding concerning a dispute which by the terms of this Agreement has been properly submitted to mandatory arbitration, and or compelling arbitration of any dispute. (c) The award in such arbitration may be enforced on the application of either Party by the order of judgment of a court of competent jurisdiction. The arbitrator shall resolve all disputes in accordance with the substantive law of the State of California. The arbitrator shall have no authority nor jurisdiction to award any damages or any other remedies beyond those which could have been awarded in a court of law if the Parties had litigated the claims instead of arbitrating them. No provision of, nor the exercise of any rights under this Section 12.20 shall limit the right of either Party to exercise self help remedies or obtain provisional or ancillary remedies such as an injunction, receivership, attachment or garnishment; provided, however, that any such action or proceeding arising out of this Agreement that is litigated for any reason will be litigated in courts located in Shasta County, California, and each Party consents and submits to the jurisdiction of any state or federal court located in Shasta County, California, for any such litigation. Additionally, each of the Parties waives any right it may have to trial by jury in any proceeding between or involving the Parties whether arising under this Agreement or otherwise. (d) The Parties shall use their best efforts to complete any arbitration within sixty (60) days of the filing of the dispute unless the dispute is regarding the refusal to grant a consent or approval in which case the time period shall be thirty (30) days. The arbitrator shall be an attorney who has at least 15 years of experience with a law firm or corporate law department of over 25 lawyers or was a judge of a court of general jurisdiction empowered to impose sanctions for at least 10 yearsany Party’s failure to do so. The arbitration shall be held in Chicago, Illinois and in rendering the award the arbitrator must apply the substantive law of Illinois (except where that law conflicts with this clause), except that the interpretation and enforcement provisions of this arbitration provision shall survive any termination, amendment, or expiration hereof unless the Parties otherwise expressly agree in writing. Each Party agrees to keep all disputes and arbitration proceedings strictly confidential, except for the disclosure of information required in the ordinary course of business of the Parties or as required by applicable law or regulation. Any time limitation (such as the statute of limitations or laches) which would bar litigation of a claim shall also bar arbitration of the claim. If any provision of this arbitration procedure is declared invalid by any court, the remaining provisions shall not be governed by the Federal Arbitration Actaffected thereby and shall remain fully enforceable. The arbitrator shall Parties understand that they have decided that upon demand of either of them, their disputes as described herein will be neutralresolved by arbitration rather than in a court and once so decided cannot later be brought, independent, disinterested, and impartial and shall abide by filed or pursued in court. The Code of Ethics for Arbitrators Parties have executed this Agreement in Commercial Disputes approved by the AAA. Within 45 days duplicate originals as of the initiation of arbitrationEffective Date. SELLER: SIERRA PACIFIC INDUSTRIES, the Parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than eight months from the selection a California corporation By: Name: Title: BUYER: RENEGY SUSANVILLE, LLC, an Arizona limited liability company By: Name: Title: A - Description of the arbitrator. Failing such agreement, the AAA will design and the Parties will follow procedures that meet such a time schedule. (c) Each Party has the right before, or if the arbitrator cannot hear the matter within an acceptable period, during the arbitration, to seek and obtain from the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration. (d) EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. THE DECISION OF THE ARBITRATOR SHALL BE BINDING UPON THE PARTIES. THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL (INCLUDING LOST SALES OR LOST PROFITS) DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. NO PARTY MAY SEEK OR OBTAIN PREJUDGMENT INTEREST OR ATTORNEY’S FEES OR COSTS.Property

Arbitration Dispute Resolution. (a) Any controversy To the extent feasible, the parties desire to resolve any controversies or claim claims or issues arising out of or relating to this Agreement through discussions and negotiations between each other. The parties agree to use their reasonable best efforts to attempt to resolve any disputes, controversies, claims or issues arising out of or relating to this Agreement by face-to-face negotiations with each other. In the event that, after discussions, such controversies, claims or issues cannot be resolved solely between the parties, then the parties shall, within 10 days after either the Company or the validityStockholder gives notice to the other, inducementjointly submit their dispute to binding arbitration in the City of Chicago, or breach thereof, Illinois. Such arbitration shall be settled administered by arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”the "Institute") in accordance with its then pertainingprevailing rules for arbitration of business disputes (except as otherwise provided by this Agreement), except where those rules conflict with this provisionby three independent and impartial arbitrators, in which case this provision controlsone of whom shall be appointed by the Company, one of whom shall be appointed by the Stockholder and one of whom shall be appointed by the Institute (collectively, the "Arbitrator"). The Parties hereby consent Notwithstanding anything to the jurisdiction contrary provided in Section 9.10 of the federal district court for the district in which this Agreement, the arbitration is held for the enforcement of this provision and entry of judgment on any award rendered hereunder. Should such court for any reason lack jurisdiction, any court with jurisdiction shall enforce this clause and enter judgment on any award. (b) The arbitrator shall be an attorney who has at least 15 years of experience with a law firm or corporate law department of over 25 lawyers or was a judge of a court of general jurisdiction for at least 10 years. The arbitration shall be held in Chicago, Illinois and in rendering the award the arbitrator must apply the substantive law of Illinois (except where that law conflicts with this clause), except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal United States Arbitration Act, 9 U.S.▇.▇▇. ▇ et. seq. The Arbitrator shall permit and facilitate such discovery as it shall determine appropriate in the circumstances, taking into account the needs of the parties hereto and the desirability of making discovery expeditious and cost effective. The arbitrator may issue such interim orders in accordance with principles of equity as may be necessary to protect any party from irreparable harm during the pendency of any arbitration, including entry of a preliminary injunction. Any such order shall be neutral, independent, disinterested, without prejudice to the final determination of the controversy. Each party to this Agreement hereby agrees that such arbitration shall be completed and impartial and shall abide by The Code of Ethics for Arbitrators in Commercial Disputes approved by the AAA. Within 45 a final arbitration decision rendered within 60 days of the initiation submission of the respective dispute to arbitration, the Parties except as otherwise specified in this Agreement, and each of such parties shall reach agreement upon take all actions appropriate and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than eight months from the selection of the arbitrator. Failing such agreement, the AAA will design and the Parties will follow procedures that meet such a time schedule. (c) Each Party has the right before, or if the arbitrator cannot hear the matter within an acceptable period, during the arbitration, necessary to seek and obtain from the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration. (d) EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. THE DECISION OF THE ARBITRATOR SHALL BE BINDING UPON THE PARTIES. THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL (INCLUDING LOST SALES OR LOST PROFITS) DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. NO PARTY MAY SEEK OR OBTAIN PREJUDGMENT INTEREST OR ATTORNEY’S FEES OR COSTS.cause such

Arbitration Dispute Resolution. Etc. Unless otherwise provided herein, in the event that there shall be a dispute (aa “Dispute”) Any controversy or claim among the parties arising out of or relating to this Agreement Agreement, or the validity, inducement, or breach thereof, the parties agree that such dispute shall be settled resolved by final and binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of San Diego County, California, administered by the American Arbitration Association (the “AAA”) then pertaining, except where those rules conflict with this provision), in which case this provision controlsaccordance with the National Rules for the Resolution of Employment Disputes of the AAA (the “Rules”). If the parties are unable to agree upon an arbitrator, one shall be appointed by the AAA in accordance with the Rules. The Parties hereby consent to arbitrator’s decision shall be final and binding upon the parties, and may be entered and enforced in any court of competent jurisdiction by either of the federal district court for the district in which the arbitration is held for the enforcement of this provision and entry of judgment on any award rendered hereunder. Should such court for any reason lack jurisdiction, any court with jurisdiction shall enforce this clause and enter judgment on any award. (b) The arbitrator shall be an attorney who has at least 15 years of experience with a law firm or corporate law department of over 25 lawyers or was a judge of a court of general jurisdiction for at least 10 years. The arbitration shall be held in Chicago, Illinois and in rendering the award the arbitrator must apply the substantive law of Illinois (except where that law conflicts with this clause), except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Actparties. The arbitrator shall be neutral, independent, disinterested, and impartial and shall abide by The Code of Ethics for Arbitrators in Commercial Disputes approved by have the AAA. Within 45 days of the initiation of arbitration, the Parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than eight months from the selection of the arbitrator. Failing such agreement, the AAA will design and the Parties will follow procedures that meet such a time schedule. (c) Each Party has the right before, or if the arbitrator cannot hear the matter within an acceptable period, during the arbitration, power to seek and obtain from the appropriate court provisional remedies such as attachmentgrant temporary, preliminary injunctionand permanent relief, replevinincluding without limitation, etc., to avoid irreparable harm, maintain injunctive relief and specific performance. The Company will pay the status quo or preserve the subject matter direct costs and expenses of the arbitration. You and the Company are responsible for your respective attorneys’ fees incurred in connection with enforcing this Agreement; however, you and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party; provided, further, that the prevailing party shall be reimbursed for such fees within forty-five (45) days following any such award, but in no event later than the last day of your taxable year following the taxable year in which the fees were incurred; provided, further, that the parties’ obligations pursuant to this sentence shall terminate on the tenth (10th) anniversary of your termination of employment. This Section 11 is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement or relating to your employment; provided, however, that neither this Agreement nor the submission to arbitration shall limit the parties’ right to seek provisional relief, including without limitation, injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. Both you and the Company expressly waive your rights to a jury trial. (d) EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. THE DECISION OF THE ARBITRATOR SHALL BE BINDING UPON THE PARTIES. THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL (INCLUDING LOST SALES OR LOST PROFITS) DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. NO PARTY MAY SEEK OR OBTAIN PREJUDGMENT INTEREST OR ATTORNEY’S FEES OR COSTS.

Arbitration Dispute Resolution. Any disagreement, dispute, controversy, claim, suit, action or proceeding (acollectively, a “Dispute”) Any controversy or claim arising out of or relating to this Agreement or the validityinterpretation of this Agreement or any arrangements relating to this Agreement or contemplated in this Agreement or the breach, inducement, termination or breach thereof, invalidity thereof shall be settled by final and binding arbitration before a single arbitrator in accordance with the Commercial following: (a) The arbitration shall be administered by the JAMS/Endispute in New York, New York, in accordance with its then existing JAMS/Endispute Arbitration Rules of the American Arbitration Association (“AAA”) then pertaining, except where those rules conflict with this provision, in which case this provision controls. The Parties hereby consent to the jurisdiction of the federal district court and Procedures for the district in which the arbitration is held for the enforcement of this provision and entry of judgment on any award rendered hereunder. Should such court for any reason lack jurisdiction, any court with jurisdiction shall enforce this clause and enter judgment on any awardEmployment Disputes. (b) The In the event of such an arbitration proceeding, Executive and HCPI shall each select an arbitrator shall be an attorney who has at least 15 years from among the JAMS/Endispute panel of experience with a law firm or corporate law department of over 25 lawyers or was a judge of a court of general jurisdiction for at least 10 years. The arbitration shall be held in Chicago, Illinois and in rendering the award the arbitrator must apply the substantive law of Illinois (except where that law conflicts with this clause), except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. The arbitrator shall be neutral, independent, disinterestedarbitrators, and impartial and the two party-appointed arbitrators shall abide by The Code of Ethics for Arbitrators in Commercial Disputes approved by the AAA. Within 45 days of the initiation of arbitration, the Parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than eight months from the selection of the select a neutral third arbitrator. Failing such agreement, the AAA will design and the Parties will follow procedures that meet such a time schedule. (c) Each Party has Neither Executive nor HCPI nor the right beforearbitration tribunal shall disclose the existence, content, or if results of any arbitration hereunder without the arbitrator cannot hear the matter within an acceptable period, during the arbitration, to seek and obtain from the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or preserve the subject matter prior written consent of the arbitrationall parties. (d) EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURYExcept as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings under this Section 8. (e) The arbitration tribunal shall apply the substantive law (and the law of remedies, if applicable) of the State of Tennessee, or federal law, or both, as applicable, and the arbitration tribunal is without jurisdiction to apply any different substantive law. (f) The arbitration tribunal shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. THE DECISION OF THE ARBITRATOR SHALL BE BINDING UPON THE PARTIESThe arbitration tribunal shall render an award and a written, reasoned opinion in support thereof. THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL Judgment upon the award may be entered in any court having jurisdiction thereof. (INCLUDING LOST SALES OR LOST PROFITSg) DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. NO PARTY MAY SEEK OR OBTAIN PREJUDGMENT INTEREST OR ATTORNEY’S FEES OR COSTSHCPI shall pay all fees and expenses of the arbitration tribunal regardless of the result.