Common use of Arbitration; Consent to Jurisdiction Clause in Contracts

Arbitration; Consent to Jurisdiction. (a) All disputes arising out of, concerning or related to this Agreement (other than any Action described in Section 10.10(c)(i)) shall be finally settled under the CPR Rules for Administered Arbitration of International Disputes (“Rules”) by three arbitrators. The party initiating arbitration shall appoint one arbitrator in its notice of arbitration and the respondent (or respondents jointly) shall then appoint one arbitrator in accordance with the Rules. The two arbitrators so appointed shall nominate the third and presiding arbitrator within thirty (30) days of the appointment of the second arbitrator. If any party fails to appoint an arbitrator within the time periods specified herein, such arbitrator shall, at any party’s request, be appointed by the CPR, in accordance with the Rules. The arbitrators shall be neutral and independent of the parties. The arbitration proceedings shall take place in New York, New York but the legal seat of the arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in English. The parties shall keep confidential: (i) the fact that any arbitration occurred, (ii) any awards awarded in the arbitration, (iii) all materials used, or created for use in, the arbitration, (iv) all other documents produced by another party in the arbitration and not otherwise in the public domain, except, with respect to each of the foregoing, to the extent that disclosure may be legally required (including to protect or pursue a legal right) or to enforce or challenge an arbitration award before a court. The award shall be final and binding upon the parties and shall be the sole and exclusive remedy among the parties regarding any claims, counterclaims, issues or accounting presented to the arbitrator. Nothing in this Agreement shall prevent either party from seeking provisional measures from any Delaware Court and any appellate court from any decision thereof, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

Arbitration; Consent to Jurisdiction. (a) All disputes arising out of, concerning or related Each party to this Agreement (other than hereby agrees that any Action described dispute, Claim or Proceeding against it arising out of or relating in Section 10.10(c)(i)) any way to this Agreement shall be finally settled under resolved through final and binding arbitration conducted in the CPR Rules for Administered Arbitration City of International Disputes (“Rules”) by three arbitrators. The party initiating arbitration shall appoint one arbitrator in its notice New York, State of arbitration and the respondent (or respondents jointly) shall then appoint one arbitrator New York in accordance with the Rulesrules and regulations of the American Arbitration Association (“AAA”). The number of arbitrators shall be three (3), one (1) to be nominated by the Escrow Agent and one by the Company, and the third, who shall serve as chairman, shall be nominated by the two (2) party-nominated arbitrators so appointed within fifteen (15) days following their appointment by the Escrow Agent and the Company. The decision of the arbitrators shall nominate be final and binding on the third parties to the fullest extent permitted by law and presiding arbitrator may be confirmed in, enforceable by and judgment upon the award entered by any court having jurisdiction thereof (with the cost of such arbitrators and arbitration services being borne equally by the parties, or as otherwise directed by the arbitrators), provided, that if any Indemnified Claim is already pending in court of competent jurisdiction at the time of such dispute, then the parties hereto will use their respective commercially reasonable efforts to join any such dispute, Claim or Proceeding with the existing Indemnified Claim in such court rather than commence a separate AAA proceeding relating thereto. Nothing contained in this Agreement shall be deemed to prevent a party from seeking equitable or injunctive relief from any court of competent jurisdiction sitting in the State of New York, or from bringing an action in such courts to enforce any award or remedies based on a determination by any arbitration pursuant to this Section 3.6(b). The Company hereby irrevocably agrees to appoint Kxxxxx Xxxx & Wxxxxx LLP as agent for the service of process in the State of New York to receive, for the Company and on its behalf, service of process in any Claim or Proceeding relating to this Agreement. If for any reason such agent is unable to act as such, the Company will promptly notify the Trustee and the Escrow Agent and appoint a substitute agent acceptable to the Escrow Agent within thirty (30) days of the appointment of the second arbitrator. If any party fails days, provided, that such agent shall remain authorized to appoint an arbitrator within the time periods specified herein, accept such arbitrator shall, at any party’s request, be service until such substitute agent has been duly appointed by the CPR, and authorized to act in accordance with the Rules. The arbitrators shall be neutral and independent of the parties. The arbitration proceedings shall take place in New York, New York but the legal seat of the arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in English. The parties shall keep confidential: (i) the fact that any arbitration occurred, (ii) any awards awarded in the arbitration, (iii) all materials used, or created for use in, the arbitration, (iv) all other documents produced by another party in the arbitration and not otherwise in the public domain, except, with respect to each of the foregoing, to the extent that disclosure may be legally required (including to protect or pursue a legal right) or to enforce or challenge an arbitration award before a court. The award shall be final and binding upon the parties and shall be the sole and exclusive remedy among the parties regarding any claims, counterclaims, issues or accounting presented to the arbitratorsuch capacity. Nothing contained in this Agreement shall prevent either party from seeking provisional measures from any Delaware Court and any appellate court from any decision thereof, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of affect the right of a party to arbitrateserve process in any other manner permitted by law.

Arbitration; Consent to Jurisdiction. (a) All disputes Each party to this letter agreement hereby agrees that any dispute, Claim or Proceeding against it arising out of, concerning of or related relating in any way to this Agreement (other than any Action described in Section 10.10(c)(i)) letter agreement shall be finally settled under resolved through final and binding arbitration conducted in the CPR Rules for Administered Arbitration City of International Disputes (“Rules”) by three arbitrators. The party initiating arbitration shall appoint one arbitrator in its notice New York, State of arbitration and the respondent (or respondents jointly) shall then appoint one arbitrator New York in accordance with the Rulesrules and regulations of the American Arbitration Association (“AAA”). The number of arbitrators shall be three (3), one (1) to be nominated by the Trustee and one by the Company, and the third, who shall serve as chairman, shall be nominated by the two (2) party-nominated arbitrators so appointed within fifteen (15) days following their appointment by the parties hereto. The decision of the arbitrators shall nominate be final and binding on the third parties to the fullest extent permitted by law and presiding arbitrator may be confirmed in, enforceable by and judgment upon the award entered by any court having jurisdiction thereof (with the cost of such arbitrators and arbitration services being borne equally by the parties, or as otherwise directed by the arbitrators), provided, that if any Indemnified Claim is already pending in court of competent jurisdiction at the time of such dispute, then the parties hereto will use their respective commercially reasonable efforts to join any such dispute, Claim or Proceeding with the existing Indemnified Claim in such court rather than commence a separate AAA proceeding relating thereto. Nothing contained in this letter agreement shall be deemed to prevent a party from seeking equitable or injunctive relief from any court of competent jurisdiction sitting in the State of New York, or from bringing an action in such courts to enforce any award or remedies based on a determination by any arbitration pursuant to this Section 4(b). The Company hereby irrevocably agrees to appoint Kxxxxx Xxxx & Wxxxxx LLP as agent for the service of process in the State of New York to receive, for the Company and on its behalf, service of process in any Claim or Proceeding relating to this letter agreement. If for any reason such agent is unable to act as such, the Company will promptly notify the Trustee and appoint a substitute agent acceptable to the Trustee within thirty (30) days of the appointment of the second arbitrator. If any party fails days, provided, that such agent shall remain authorized to appoint an arbitrator within the time periods specified herein, accept such arbitrator shall, at any party’s request, be service until such substitute agent has been duly appointed by the CPR, and authorized to act in accordance with the Rules. The arbitrators shall be neutral and independent of the parties. The arbitration proceedings shall take place in New York, New York but the legal seat of the arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in English. The parties shall keep confidential: (i) the fact that any arbitration occurred, (ii) any awards awarded in the arbitration, (iii) all materials used, or created for use in, the arbitration, (iv) all other documents produced by another party in the arbitration and not otherwise in the public domain, except, with respect to each of the foregoing, to the extent that disclosure may be legally required (including to protect or pursue a legal right) or to enforce or challenge an arbitration award before a court. The award shall be final and binding upon the parties and shall be the sole and exclusive remedy among the parties regarding any claims, counterclaims, issues or accounting presented to the arbitratorsuch capacity. Nothing contained in this Agreement letter agreement shall prevent either party from seeking provisional measures from any Delaware Court and any appellate court from any decision thereof, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of affect the right of a party to arbitrateserve process in any other manner permitted by law.

Arbitration; Consent to Jurisdiction. (a) All disputes Other than matters that are referred to the Accounting Expert as provided in connection with the Closing Adjustment in Section 1.3 of this Agreement and in connection with the Earn Out Payment or Partial Earn Out Payment in Sections 1.4(i) and 1.4(j) of this Agreement, from the Closing and thereafter, any dispute, claim, difference or controversy arising out of, concerning resulting from or related to in connection with this Agreement (other than any Action described in Section 10.10(c)(i)a “Dispute”) shall be finally settled under the CPR Rules for Administered Arbitration submitted to final and binding arbitration by written notice (a “Notice of International Disputes (“RulesArbitration”) from the Buyer to the Representative or the Representative to Buyer, to be conducted by three arbitrators. The party initiating arbitration shall appoint one a sole arbitrator in its notice of arbitration and the respondent (or respondents jointly) shall then appoint one arbitrator in accordance with the Rules. The two arbitrators so appointed shall nominate the third and presiding arbitrator within thirty (30) days rules of the appointment of the second arbitrator. If any party fails to appoint an arbitrator within the time periods specified Arbitration Law, except as otherwise provided herein, such arbitrator shall, at any party’s request, be appointed by the CPR, in accordance with the Rules. The arbitrators shall be neutral and independent of the parties. The arbitration proceedings shall take place in New York, New York but the legal seat of the arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in EnglishTel-Aviv, Israel or such other place mutually acceptable to the Buyer and the Representative. The arbitration (including any document submitted of filed therein) shall be in the English language. The arbitrator, who shall have necessary expertise in transactions such as the Acquisition and in disputes of the nature arising in connection therewith (the “Arbitrator”), shall be appointed by the Representative and the Buyer, and if no agreement is reached on the identity of the Arbitrator within ten (10) days following the submission of such dispute to arbitration, the identity of the Arbitrator will be determined by the President of the Israeli Bar Association, provided, in any event, that the Arbitrator shall have the applicable expertise as described above. The parties shall keep confidential: (i) the fact that any arbitration occurred, (ii) any awards awarded in the arbitration, (iii) agree to use all materials used, or created for use in, the arbitration, (iv) all other documents produced by another party in reasonable efforts to cause the arbitration and not otherwise in hearing to be conducted within sixty (60) days after the public domain, except, with respect to each appointment of the foregoingArbitrator and to use all reasonable efforts to cause the decision of the Arbitrator to be furnished within fifteen (15) days after the conclusion of the arbitration hearing. The Arbitrator shall not be bound by procedure Law or rules of evidence and shall have no authority to issue any injunctions, to orders or other interlocutory remedies, but will rule consistent with the extent that disclosure may substantive Law of the State of Israel, disregarding its conflict of Law rules. Pending the Arbitrator’s award the cost of the Arbitrator shall be legally required (including to protect or pursue a legal right) or to enforce or challenge an arbitration award before a courtborne equally by the Buyer and the Representative. The award of the Arbitrator shall be in writing, state the reasons upon which it is based, and shall be final and binding upon the parties parties. Any ruling or decision of the Arbitrator may be enforced in any court of competent jurisdiction. This Section 11.10 constitutes an Arbitration Agreement in accordance with the Arbitration Law. In the event of any contradiction between the provisions hereof and shall be the sole and exclusive remedy among Arbitration Law, the parties regarding any claims, counterclaims, issues or accounting presented to the arbitrator. Nothing in provisions of this Agreement shall prevent either party from seeking provisional measures from any Delaware Court and any appellate court from any decision thereof, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrateprevail.