Common use of Arbitration; Exclusive Jurisdiction; Waiver of Jury Trial Clause in Contracts

Arbitration; Exclusive Jurisdiction; Waiver of Jury Trial. To the fullest extent permitted by law, any dispute, controversy or claim arising out of or relating to this Agreement, including the validity, interpretation, performance, breach, alleged breach, negotiation or termination of this Agreement, shall be settled by binding arbitration to be held in New York, New York and administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (including the procedures for Large, Complex Commercial Disputes if applicable under those rules) in effect when the arbitration is commenced. Any such arbitration shall be in front of a panel of three (3) arbitrators comprised of one (1) independent and impartial arbitrator designated by the Company, one (1) independent and impartial arbitrator designated by Executive and one (1) independent and impartial arbitrator (who shall be the chair of the arbitral tribunal) jointly designated by the arbitrators designated by the Company and Executive in accordance with the rules of the AAA. Notwithstanding anything to the contrary herein, any actions or proceedings seeking interim equitable relief, or to enforce an arbitration award, may be brought in, and with regard to such court proceedings the parties consent to the exclusive jurisdiction of, the Delaware Court of Chancery or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware or, if no such federal court shall have jurisdiction, the Delaware Superior Court and any appellate court from any appeal thereof. The parties agree that any process or notice of motion or other application to any of such courts, and any paper in connection with any such arbitration, may be served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided that a reasonable time for appearance is allowed. To the maximum extent permitted by applicable Law, the decision of the panel of arbitrators shall be final and binding and not be subject to appeal. The costs of the arbitration (other than any costs that are specific to a particular party, such as the fees and expenses of counsel, fact witnesses or experts), including any AAA administration fee and filing fee, arbitrators’ fees and the costs of the use of facilities during the hearings, will be initially borne equally by the Company and Executive, and promptly following the issuance of an award, the non-prevailing party shall reimburse the prevailing party for such costs (and any award of the arbitration panel shall contain a specific provision providing for the reimbursement of such costs by the non-prevailing party). The arbitrators shall have the power to grant temporary, preliminary and permanent relief, including injunctive relief and specific performance, or any other remedy available from a court of competent jurisdiction. For the avoidance of doubt, nothing in this Section 12(l) shall limit the ability of a party to seek or obtain injunctive relief under Section 12(m). Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF THE PARTIES HERETO WAIVES, AND COVENANTS THAT IT OR HE WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS OR HIS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS AND WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Arbitration; Exclusive Jurisdiction; Waiver of Jury Trial. To the fullest extent permitted by lawlaw and subject in all respects to the provisions of Section 1.5 of the Principals Agreement (including with respect to confidentiality of any such proceeding), any dispute, controversy or claim arising out of or relating to this Agreement, including the validity, interpretation, performance, breach, alleged breach, negotiation or termination of this Agreement, and its arbitrability, shall be settled by binding arbitration to be held in New York, New York and administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (including the procedures for Large, Complex Commercial Disputes if applicable under those rules) in effect when the arbitration is commenced. Any such arbitration shall be in front of a panel of three (3) arbitrators comprised of one (1) independent and impartial arbitrator designated by the Company, one (1) independent and impartial arbitrator designated by Executive and one (1) independent and impartial arbitrator (who shall be the chair of the arbitral tribunal) jointly designated by the arbitrators designated by the Company and Executive in accordance with the rules of the AAA. Notwithstanding anything to the contrary herein, to the extent permitted in accordance with Section 1.5 of the Principals Agreement, any actions or proceedings seeking interim equitable relief, or to enforce an arbitration award, may be brought in, and with regard to such court proceedings the parties consent to the exclusive jurisdiction of, the Delaware Court of Chancery or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware or, if no such federal court shall have jurisdiction, the Delaware Superior Court and any appellate court from any appeal thereof. The parties agree that any process or notice of motion or other application to any of such courts, and any paper in connection with any such arbitration, may be served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided provided, that a reasonable time for appearance is allowed. To the maximum extent permitted by applicable Law, the decision of the panel of arbitrators shall be final and binding and not be subject to appeal. The costs of the arbitration (other than any costs that are specific to a particular party, such as the fees and expenses of counsel, fact witnesses or experts“Arbitration Costs”), including any AAA administration fee and filing fee, arbitrators’ fees and the costs of the use of facilities during the hearings, will be initially borne equally by the claimant(s) and the respondent(s) and either party to the arbitration may bear 100% of the Arbitration Costs and seek reimbursement from the other party to the arbitration. Any costs (whether in an arbitration or court proceeding permitted to be instituted pursuant to this Section 12(l) or otherwise) that are specific to a particular party to such arbitration (“Personal Costs”), such as the fees and expenses of counsel, fact witnesses or experts shall be borne by the party incurring such costs. In any such dispute, the Company and ExecutiveExecutive agree that the applicable arbitration panel or court shall award to the prevailing party (i) any Arbitration Costs that he, she, or it may have incurred, and promptly following (ii) his, her, or its Personal Costs, and, if such applicable arbitration panel or court determines a party to be the issuance prevailing party under circumstances where the prevailing party won on some but not all of an awardthe claims and counterclaims, such applicable arbitration panel or court may apportion such Arbitration Costs and Personal Costs between the prevailing and non-prevailing parties in such amounts as the arbitrator or courts deems equitable and appropriate under the circumstances; provided, that in the case of attorneys’ fees and expenses and other third party advisors’ fees and expenses, the non-prevailing party shall only be required to reimburse the prevailing party for such costs (for, and any an award of the arbitration panel shall contain a specific provision providing for the reimbursement of such costs by only require the non-prevailing party to reimburse the prevailing party for, fees and costs incurred at the ordinary hourly rates of such attorneys and advisors (and specifically shall not award reimbursement of any Personal Costs to the extent such Personal Costs are contingency fees, success fees or other special fee arrangements). To the extent that a claim is instituted by, and later withdrawn, dismissed or otherwise abandoned by, a party), the arbitration panel or court with jurisdiction over such matter may award the other party its Arbitration Costs and Personal Costs in the same manner as though such other party was the prevailing party in such proceeding. The arbitrators shall have the power to grant temporary, preliminary and permanent relief, including injunctive relief and specific performance, or any other remedy available from a court of competent jurisdiction. For the avoidance of doubt, nothing in this Section 12(l) shall limit the ability of a party to seek or obtain injunctive relief under Section 12(m). Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF THE PARTIES HERETO WAIVES, AND COVENANTS THAT IT OR HE WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT DEFENDANT, CLAIMANT, RESPONDENT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS OR HIS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS AND WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Arbitration; Exclusive Jurisdiction; Waiver of Jury Trial. (a) To the fullest extent permitted by law, any dispute, controversy or claim asserted by on or behalf of any Party, such Party’s Releasors or any other Person for whom such Party is responsible in accordance with Section 1.12 arising out of or relating to this Agreement, any other Approved Exhibit or any other agreement to which PubCo or any of its Subsidiaries is party with any Principal (including, as applicable, the Zahr Employment Agreement, the Ostrover Employment Agreement, the Xxxxxxxxxx Employment Agreement, the Xxxx Employment Agreement and the Xxxx XXX) or the governing documents of Participant Carry GP, LLC or Participant PF Carry GP, LLC or otherwise with respect to the governance or operation of, or any policy or governing document, of PubCo or any of its Subsidiaries or Participant Carry GP, LLC or Participant PF Carry GP, LLC or such Party’s employment or service as an officer or director of PubCo or any of its Subsidiaries (collectively, whether or not PubCo is party to such proceeding, the “Arbitrable Matters”), including the validity, interpretation, performance, breach, alleged breach, negotiation negotiation, arbitrability or termination of this Agreementany of the foregoing, shall be settled by binding arbitration to be held in New York, New York and administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (including the procedures for Large, Complex Commercial Disputes if applicable under those rules) in effect when the arbitration is commenced. Any such arbitration shall be in front of a panel of three (3) arbitrators comprised of one (1) independent and impartial arbitrator designated by the Companyclaimant(s) in such action, one (1) independent and impartial arbitrator designated by Executive the respondent(s) in such action, and one (1) independent and impartial arbitrator (who shall be the chair of the arbitral tribunal) jointly designated by the arbitrators designated by the Company claimant(s) and Executive respondent(s) in accordance with the rules of the AAA. The Parties agree that any process or notice of motion or other application to any of such courts, and any paper in connection with any such arbitration, may be served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible under the rules of the applicable court or arbitration tribunal; provided, that in each case, a reasonable time for appearance is allowed; and provided, further, that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law. To the maximum extent permitted by applicable law, the decision of the panel of arbitrators shall be final and binding and not be subject to appeal. The arbitrators shall have the power to grant temporary, preliminary and permanent relief, including injunctive relief and specific performance, or any other remedy available from a court of competent jurisdiction (except for punitive damages). All matters related to any arbitration proceeding (including the institution thereof) and all related documents and testimony will be confidential to the maximum extent permitted by applicable law; provided, that if a party to an arbitration proceeding is required to disclose such information pursuant to applicable law or court order, such Party shall promptly notify the other relevant parties to such proceeding promptly and prior to making any such disclosure in order to allow the other parties to such arbitration proceeding to seek any protective order or to take any other action, and the party required to disclose such information shall only disclose as much information as is required under such applicable law or court order. Each party to such arbitration will agree to an arbitration agreement consistent with this Section 1.5. (b) Notwithstanding anything to the contrary herein, nothing in this Section 1.5 shall limit the ability of (i) PubCo to seek or obtain injunctive relief for breach or alleged breach of any actions restrictive covenants applicable to any Principal as set forth in a written agreement executed by such Principal or proceedings seeking interim equitable relief, or (ii) any Party to enforce an arbitration award, may but any such action shall be brought in, and with regard to such court proceedings the parties consent to the exclusive jurisdiction of, the Delaware Court of Chancery or, if such court shall not have jurisdiction, any federal court of the United States located in the State of Delaware or, if no such federal court shall have jurisdiction, the Delaware Superior Court and any appellate court from any appeal thereof. The parties agree that any process or notice of motion or other application to any of such courts, and any paper in connection with any such arbitration, may be served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided that a reasonable time for appearance is allowed. To the maximum extent permitted by applicable Law, the decision of the panel of arbitrators shall be final and binding and not be subject to appeal. . (c) The costs of the arbitration (other than any costs that are specific to a particular party, such as the fees and expenses of counsel, fact witnesses or experts“Arbitration Costs”), including any AAA administration fee and filing fee, arbitrators’ fees and the costs of the use of facilities during the hearings, will be initially borne equally by the Company claimant(s) and Executivethe respondent(s) and either party may bear 100% of the Arbitration Costs and seek reimbursement from the other Party. Any costs (whether in an arbitration or court proceeding permitted to be instituted pursuant to Section 1.5(b) or otherwise) that are specific to a particular party to such arbitration (“Personal Costs”), such as the fees and expenses of counsel, fact witnesses or experts shall be borne by the party incurring such costs. In any such dispute, the Parties agree that the applicable arbitration panel or court shall award to the prevailing party (i) any Arbitration Costs that he, she, or it may have incurred, and promptly following (ii) his, her, or its Personal Costs, and, if such applicable arbitration panel or court determines a party to be the issuance prevailing party under circumstances where the prevailing party won on some but not all of an awardthe claims and counterclaims, such applicable arbitration panel or court may apportion such Arbitration Costs and Personal Costs between the prevailing and non-prevailing parties in such amounts as the arbitrator or courts deems equitable and appropriate under the circumstances; provided, that in the case of attorneys’ fees and expenses and other third party advisors’ fees and expenses, the non-prevailing party shall only be required to reimburse the prevailing party for such costs (for, and any an award of the arbitration panel shall contain a specific provision providing for the reimbursement of such costs by only require the non-prevailing partyparty to reimburse the prevailing party for, fees and costs incurred at the ordinary hourly rates of such attorneys and advisors (and specifically shall not award reimbursement of any Personal Costs to the extent such Personal Costs are contingency fees, success fees or other special fee arrangements). The arbitrators shall have To the power to grant temporaryextent that a claim is instituted by, preliminary and permanent relieflater withdrawn, including injunctive relief dismissed or otherwise abandoned by, a party, the arbitration panel or court with jurisdiction over such matter may award the other party its Arbitration Costs and specific performance, or any Personal Costs in the same manner as though such other remedy available from a court of competent jurisdiction. For party was the avoidance of doubt, nothing prevailing party in this Section 12(lsuch proceeding. (d) shall limit the ability of a party to seek or obtain injunctive relief under Section 12(m). Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF THE PARTIES HERETO WAIVES, AND COVENANTS THAT IT OR HE WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT DEFENDANT, CLAIMANT, RESPONDENT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS OR HIS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS AND WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (e) It is agreed by each of the Parties, on behalf of such Party and such Party’s Releasors and each other Person for whom such Party is responsible in accordance with Section 1.12, that the provisions of this Section 1.5 shall apply with respect to all Arbitrable Matters and all other disputes involving some or all of the Parties, such Party’s Releasors and each other Person for whom such Party is responsible in accordance with Section 1.12, whether asserted by or against such Party, such Party’s Releasors or any other Person for whom such Party is responsible in accordance with Section 1.12 and that, notwithstanding anything to the contrary in any other agreement, governing document or policy (including each such agreement, governing document or policy referenced in Section 1.5(a) and notwithstanding any “complete agreement”, “integration” or dispute resolution provision therein) to which such Party is party, bound or subject or otherwise has rights, the Parties agree that, except as specifically provided in Section 1.5(b), the arbitration referred to in Section 1.5(a) is intended to govern any and all Arbitrable Matters and other disputes and (except as specifically provided in Section 1.5(b)) each Party and such Party’s Releasees may cite this Section 1.5 to require arbitration for such Arbitrable Matter or other dispute.

Arbitration; Exclusive Jurisdiction; Waiver of Jury Trial. To the fullest extent permitted by law, If any dispute, controversy or claim arising out of or relating to dispute arises concerning this Agreement, including the validity, interpretation, performance, breach, alleged breach, negotiation or termination interpretation of the terms of this AgreementAgreement or otherwise relating in any way to the terms and conditions of Executive’s employment or its termination, shall be settled by binding arbitration including any claim based on any statute, whether alleging discrimination or any other statutory violation, the parties agree to submit the dispute to arbitration, except with respect to claims that are required to be held brought before an administrative agency as provided by law. Such arbitration will be in New York, New York and administered York, before a neutral arbitrator at JAMS (selected from a list provided by the American Arbitration Association (“AAA”JAMS) under pursuant to its Commercial Employment Arbitration Rules (including the procedures for Large& Procedures. For interim injunctive relief, Complex Commercial Disputes if applicable under those rules) in effect when the arbitration it is commencedagreed that any court of competent jurisdiction may also entertain an application by either party. Any such arbitration award of the arbitrator shall be in front final and binding, subject only to such right of a panel review that may lie under applicable state or federal law. In the event of three (3) arbitrators comprised of one (1) independent and impartial arbitrator designated by the Company, one (1) independent and impartial arbitrator designated by Executive and one (1) independent and impartial arbitrator (who shall be the chair of the arbitral tribunal) jointly designated by the arbitrators designated by the Company and Executive in accordance with the rules of the AAA. Notwithstanding anything any court proceeding to the contrary herein, any actions challenge or proceedings seeking interim equitable relief, or to enforce an arbitration arbitrator’s award, may be brought in, and with regard to such court proceedings the parties hereby consent to the exclusive jurisdiction of, of the Delaware Court of Chancery or, if such court shall not have jurisdiction, any federal or state court of the United States located in the State of Delaware orand agree that such courts are not an inconvenient forum. Executive hereby agrees that the existence of any such arbitration as well as any decision, if no award or settlement and the terms thereof shall be confidential and shall not be disclosed to any third party except as required by law, to Executive’s immediate family and to Executive’s tax, accounting and legal advisors, provided that Executive secures the agreement of such federal court shall have jurisdictionindividuals to keep such information confidential. To the extent any award is subject to confirmation or vacatur proceeding, the Delaware Superior Court and any appellate court from any appeal thereofExecutive agrees to seek permission to file it under seal. The parties hereby agree that any process or notice of motion or other application to any of such courts, this arbitration clause shall be governed by and any paper in connection with any such arbitration, may be served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible construed under the rules of the applicable court or arbitration tribunal, provided that a reasonable time for appearance is allowedFederal Arbitration Act. To the maximum extent permitted by applicable Law, the decision of the panel of arbitrators shall be final and binding and not be subject to appeal. The costs of the arbitration (other than any costs that are specific to a particular party, such as the fees and expenses of counsel, fact witnesses or experts), including any AAA administration fee and filing fee, arbitrators’ fees and the costs of the use of facilities during the hearings, will be initially borne equally by the Company and Executive, and promptly following the issuance of an award, the non-prevailing party shall reimburse the prevailing party for such costs (and any award of the arbitration panel shall contain a specific provision providing for the reimbursement of such costs by the non-prevailing party). The arbitrators shall have the power to grant temporary, preliminary and permanent relief, including injunctive relief and specific performance, or any other remedy available from a court of competent jurisdiction. For the avoidance of doubt, nothing in this Section 12(l) shall limit the ability of a party to seek or obtain injunctive relief under Section 12(m). Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law. TO EXECUTIVE AND THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH OF THE PARTIES HERETO WAIVES, AND COVENANTS THAT IT OR HE WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), COMPANY HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER OR REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ARISING FROM ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW RELATIONSHIP EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF CONNECTION WITH THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS OR HIS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS AND WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURYAGREEMENT.