TeleNav 2011 Annual Report Download - page 158

binding upon Landlord and the Project in accordance with its terms; and (b) Landlord is duly organized, validly existing and in good standing
under the laws of the state of its formation and qualified to do business in the state of California.
30.19 Attorneys’ Fees . In any lawsuit, action, arbitration, quasi-
judicial proceeding, administrative proceeding or other proceeding
brought by either party to interpret this Lease or enforce such party’
s rights or remedies under this Lease, the prevailing party shall be entitled to
reasonable attorneys’
fees and all costs, expenses and disbursements in connection with such action or proceeding, including all costs of expert
consultation and other reasonable investigation, which sums may be included in any judgment or decree entered in such action or proceeding in
favor of the prevailing party. In addition, Tenant shall pay all reasonable attorneys’
fees and other fees and costs, including costs of expert
consultation and other reasonable investigation, that Landlord incurs in any voluntary or involuntary bankruptcy case, assignment for the benefit
of creditors, or other insolvency, liquidation or reorganization proceeding involving Tenant or this Lease, including all motions and proceedings
regarding relief from automatic stay, lease assumption or rejection and/or extensions of time related thereto, lease designation, use of cash
collateral, claim objections, and disclosure statements and plans of reorganization.
30.20 Governing Law; WAIVER OF TRIAL BY JURY .
30.20.1 This Lease shall be construed and enforced in accordance with the Laws of the State of California.
30.20.2 THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL
BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE, THE RELATIONSHIP OF LANDLORD AND
TENANT, TENANT’
S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE OR ANY
EMERGENCY OR STATUTORY REMEDY. IF THE JURY WAIVER PROVISIONS OF THIS SECTION 30.20.2
ARE NOT
ENFORCEABLE UNDER CALIFORNIA LAW, THEN THE FOLLOWING PROVISIONS SHALL APPLY. It is the desire and intention of
the parties to agree upon a mechanism and procedure under which controversies and disputes arising out of this Lease or related to the Premises
will be resolved in a prompt and expeditious manner. Accordingly, except with respect to actions for unlawful or forcible detainer or with
respect to the prejudgment remedy of attachment, any action, proceeding or counterclaim brought by either party hereto against the other (and/or
against its officers, directors, employees, agents or subsidiaries or affiliated entities) on any matters arising out of or in any way connected with
this Lease, Tenant’
s use or occupancy of the Premises and/or any claim of injury or damage, whether sounding in contract, tort, or otherwise,
shall be heard and resolved by a referee under the provisions of the California Code of Civil Procedure, Sections 638 —
645.1, inclusive (as
same may be amended, or any successor statute(s) thereto) (the “ Referee Sections ”).
Any fee to initiate the judicial reference proceedings and
all fees charged and costs incurred by the referee shall be paid by the party initiating such procedure (except that if a reporter is requested by
either party, then a reporter shall be present at all proceedings where requested and the fees of such reporter –
except for copies ordered by the
other parties –
shall be borne by the party requesting the reporter); provided however, that allocation of the costs and fees, including any
initiation fee, of such proceeding shall be ultimately determined in accordance with Section 30.19
above. The venue of the proceedings shall be
in the county in which the Premises are located. Within 10 days of receipt by any party of a written request to resolve any dispute or controversy
pursuant to this Section 30.20.2
, the parties shall agree upon a single referee who shall try all issues, whether of fact or law, and report a finding
and judgment on such issues as required by the Referee Sections. If the parties are unable to agree upon a referee within such 10-
day period, then
any party may thereafter file a lawsuit in the county in which the Premises are located for the purpose of appointment of a referee under the
Referee Sections. If the referee is appointed by the court, the referee shall be a neutral and impartial retired judge with substantial experience in
the relevant matters to be determined, from Jams/Endispute, Inc., the American Arbitration Association or similar mediation/arbitration entity.
The proposed referee may be challenged by any party for any of the grounds listed in the Referee Sections. The referee shall have the power to
decide all issues of fact and law and report his or her decision on such issues, and to issue all recognized remedies available at law or in equity
for any cause of action that is before the referee, including an award of attorneys’
fees and costs in accordance with this Lease. The referee shall
not, however, have the power to award punitive damages, nor any other damages that are not permitted by the express provisions of this Lease,
and the parties hereby waive any right to recover any such damages. The parties shall be entitled to conduct all discovery as provided in the
California Code of Civil Procedure, and the referee shall oversee discovery and may enforce all discovery orders in the same manner as any trial
court judge, with rights to regulate discovery and to issue and enforce subpoenas, protective orders and other limitations on discovery available
under California Law. The reference proceeding shall be conducted in accordance with California Law (including the rules of evidence), and in
all regards, the referee shall follow California Law applicable at the time of the reference proceeding. The parties shall promptly and diligently
cooperate with one another and the referee, and shall perform such acts as may be necessary to obtain a prompt and expeditious resolution of the
dispute or controversy in accordance with the terms of this Section 30.20.2
. In this regard, the parties agree that the parties and the referee shall
use best efforts to
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