Common use of Applicable Law; Dispute Resolution Clause in Contracts

Applicable Law; Dispute Resolution. This Agreement, and all rights and obligations hereunder, shall be governed in all respects, including its formation, applicability, breach, termination, validity or enforceability in accordance with the laws of the Cayman Islands. Each of the Parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled exclusively by arbitration to be held in the Cayman Islands which shall be administered in accordance with the Arbitration Law (as revised) of the Cayman Islands and the Arbitration Rules in the Cayman Islands in force at the time of the commencement of the arbitration (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of the Cayman Islands in any such arbitration. There shall be three (3) arbitrators, one of whom shall be selected by each party. The Chief Executive Officer of the Cayman Islands Institute of Professional Accountants shall select the third arbitrator, who shall be qualified to practice law in the Cayman Islands. Either party may petition the Chief Executive Officer of the Cayman Islands Institute of Professional Accountants to select the third arbitrator. The arbitration shall be conducted in English. The decision of the arbitration tribunal shall be final, conclusive and binding on the Parties. Judgment may be entered on the arbitration tribunal’s decision in any court having jurisdiction. The Parties shall each pay an equal share of the costs and expenses of such arbitration, and each Party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable costs and attorney fees. The Parties acknowledge and agree that, in addition to contract damages, the arbitrator may award provisional and final equitable relief, including injunctions, specific performance, and lost profits.

Applicable Law; Dispute Resolution. (a) This Agreement, and all rights and obligations hereunder, Agreement shall be governed in all respects, including its formation, applicability, breach, termination, validity or enforceability by and construed in accordance with the laws of the Cayman Islands. Each State of the Parties hereto irrevocablyNew York without regard to conflicts of law principles. (i) agrees that any dispute Any dispute, controversy or controversy claim arising out of, relating to, or concerning in connection with, this Agreement or any interpretationbreach, construction, performance termination or breach of this Agreement, validity thereof shall be finally settled exclusively by arbitration to be held in the Cayman Islands which shall be administered in accordance with the Arbitration Law (as revised) of the Cayman Islands and the Arbitration Rules in the Cayman Islands in force at the time of the commencement of the arbitration (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of the Cayman Islands in any such arbitration. There shall be three (3) arbitrators, one of whom shall be selected by each party. The Chief Executive Officer of the Cayman Islands Institute of Professional Accountants shall select the third arbitrator, who shall be qualified to practice law in the Cayman Islands. Either party may petition the Chief Executive Officer of the Cayman Islands Institute of Professional Accountants to select the third arbitrator. The arbitration shall be conducted in Englishaccordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. The decision seat of the arbitration tribunal shall be finalNew York, conclusive and it shall be conducted in the English language. (ii) The arbitration shall be conducted by three arbitrators. The party initiating arbitration ("the Claimant") shall appoint its arbitrator in its request for arbitration (the "Request"). The other party ("the Respondent") shall appoint its arbitrator within thirty (30) days of receipt of the Request and shall notify the Claimant of such appointment in writing. If the Respondent fails to appoint an arbitrator within such 30-day period, the arbitrator named in the Request shall decide the controversy or claim as a sole arbitrator. Otherwise, the two arbitrators appointed by the parties shall appoint a third arbitrator within thirty (30) days after the Respondent has notified Claimant of the appointment of the Respondent's arbitrator. When the arbitrators appointed by the Claimant and Respondent have appointed a third arbitrator and the third arbitrator has accepted the appointment, the two arbitrators shall promptly notify the parties of the appointment of the third arbitrator. If the two arbitrators appointed by the parties fail or are unable so to appoint a third arbitrator or so to notify the parties, then the appointment of the third arbitrator shall be made by President of the American Arbitration Association which shall promptly notify the parties of the appointment of the third arbitrator. The third arbitrator shall act as Chairman of the panel. (iii) The arbitral award shall be in writing and shall be final and binding on the Partiesparties. The award may include an award of costs, including reasonable attorneys' fees and disbursements. Judgment upon the award may be entered on by any court having jurisdiction thereof or having jurisdiction over the arbitration tribunal’s decision parties or their assets. This Section 32 shall in no way affect the right of either party hereto to seek interim relief in any court having of competent jurisdiction. The Parties shall each pay an equal share of the costs and expenses of such arbitration, and each Party a request for such interim relief shall separately pay for its respective counsel fees and expenses; providednot be deemed incompatible with, however, that the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable costs and attorney fees. The Parties acknowledge and agree that, in addition to contract damagesor a waiver of, the arbitrator may award provisional and final equitable relief, including injunctions, specific performance, and lost profitsagreement to arbitrate contained herein.

Applicable Law; Dispute Resolution. (a) This Agreement, Agreement and all rights any non-contractual obligations arising out of or in connection with it are governed by and obligations hereunder, shall be governed in all respects, including its formation, applicability, breach, termination, validity or enforceability construed in accordance with the laws of the Cayman Islands. Each England and Wales. (b) Excluding any dispute in respect of the Parties hereto irrevocably Option/Redemption Price (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, which shall be settled exclusively as set out in Clause 5.6), all disputes arising out of or in connection with this Agreement (which incorporates this same arbitration agreement by arbitration repetition in full) shall be finally settled under the Rules of Arbitration of the London Court of International Arbitration (“LCIA”) by three arbitrators. The claimant(s) shall nominate one arbitrator to be held in approved by the Cayman Islands which shall be administered LCIA Court in accordance with the Arbitration Law (as revised) of the Cayman Islands and the Arbitration Rules in the Cayman Islands in force at the time of the commencement of the arbitration (the “Arbitration LCIA Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of the Cayman Islands in any such arbitration. There shall be three (3) arbitrators, one of whom shall be selected by each party. The Chief Executive Officer of respondent(s) shall nominate one arbitrator to be approved by the Cayman Islands Institute of Professional Accountants shall select LCIA Court in accordance with the LCIA Rules. The third arbitrator, who shall be qualified to practice law in act as the Cayman Islands. Either party may petition the Chief Executive Officer chairman of the Cayman Islands Institute tribunal, shall be nominated by agreement of Professional Accountants the two party-appointed arbitrators, reached in consultation with the parties, within twenty (20) days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA Court. In the event that any party fails to select nominate an arbitrator in accordance with the third foregoing, then the LCIA Court shall nominate an arbitrator on behalf of the party that has failed to nominate an arbitrator. The place of arbitration shall be conducted in EnglishLondon, England. The decision language of the arbitration tribunal shall be finalEnglish. (c) If for any reason more than one arbitration is commenced pursuant to this arbitration agreement, conclusive and binding on the Parties. Judgment such separate arbitration proceedings may be entered on consolidated into a single proceeding before one Tribunal appointed in accordance with this arbitration agreement, where no significant prejudice would result, as determined in the arbitration tribunal’s decision sole discretion of the Tribunal first appointed in any court having jurisdictionsuch several proceedings. The Parties This clause is expressly intended to afford the Tribunal so appointed with greater flexibility and discretion to consolidate related arbitration claims and proceedings, so that related claims and proceedings may be combined within a single proceeding, than is otherwise afforded under the LCIA Rules. For the avoidance of doubt, each party expressly acknowledges that the fact that the first in time arbitral tribunal has already been appointed does not constitute significant prejudice for the purpose of this Clause 10.5. (d) Each Party acknowledges and undertakes that (i) it shall each pay an equal share not challenge the validity or enforceability of the costs provisions of this Agreement either as a matter of English law or otherwise (“Challenge”) and expenses (ii) in the event of such arbitration, and each Party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable costs and attorney fees. The Parties acknowledge and agree that, in addition to contract damagesa Challenge, the arbitrator may award provisional Party making such Challenge shall indemnify and final equitable reliefkeep indemnified each other Party against any and all Losses which such other Party incurs arising out of or in connection with a Challenge including, including injunctionswithout limitation, specific performance, any Losses reasonably and lost profitsproperly incurred as result of settling or defending a Challenge.