|STEREOTAXIS, INC. filed this Form S-1/A on 05/12/2004|
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26. NOTICES. All notices from one party to the other under this Agreement shall
be in writing and either personally delivered or sent by overnight delivery
service or certified mail (E-mail or other electronic media are not
acceptable), postage prepaid and return receipt requested to:
Stereotaxis: Stereotaxis, Inc.
4041 Forest Park Ave.
St. Louis, MO 63108
Attn: CEO and CFO
Siemens: Siemens Medical Solutions USA, Inc.
110 MacAlyson Court
Cary, NC 27511-6495
Attn: Richard Kubsch
With copy to: Siemens Corporation
Associate General Counsel
51 Valley Stream Parkway
Malvern, PA 19355
or to such other person or places as either party may designate from time to
time by notice hereunder. Such notices shall be deemed effective upon receipt if
sent by personal delivery or by overnight delivery service or three (3) days
after deposit in the mails in accordance herewith.
27. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey, without giving
effect to choice of laws provisions thereunder.
28. SEVERABILITY. If any one or more of the provisions, or portions of
provisions, of this Agreement shall be deemed by any court or quasi-judicial
authority to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions, or portions of
provisions contained herein, shall not in any way be affected or impaired
thereby, so long as the Agreement still expresses the intent of the parties. If
the intent of the parties cannot be preserved, this Agreement shall either be
renegotiated or rendered null and void.
29. LANGUAGE CONSTRUCTION. The language of this Agreement shall be
construed in all cases, according to its fair meaning, and not for or against
any party hereto. The parties acknowledge that each party and its counsel have
reviewed this Agreement and that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement.
30. DISPUTE RESOLUTION. Any disputes or differences arising from or
relating to this Agreement or the breach, termination, or validity thereof,
whether at common law or under statute shall be settled by an amicable effort of
the parties. An attempt to arrive at a settlement shall be deemed to have failed
as soon as one party so notifies the other party in writing. If an attempt at
settlement has failed, such disputes and differences shall be exclusively and
finally settled by arbitration brought before the American Arbitration
Association in New York, New York, according to its Commercial Arbitration
Rules, by three (3) arbitrators appointed in accordance with such Rules. Unless
prohibited or restricted by law, each party agrees to provide to the arbitrators
and to the other party such documents, other evidence or witness testimony as
may reasonably be requested by the other party and as are relevant to the issues
being arbitrated. Such request shall be subject to a strict confidentiality
agreement and shall not affect time limits provided for in such Rules and/or in
this Agreement. The award, determinations and decisions of the arbitrators shall
be substantiated in writing. The arbitration tribunal shall decide on the matter
of costs of the arbitration and which of the parties shall bear the costs or in
what proportions the costs shall be borne by the parties. The award of the
arbitrators shall be final and binding, and no appeal shall lie therefrom.
Judgment on the award or any order final or interim ordered
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