Common use of Arbitration; Legal Proceedings Clause in Contracts

Arbitration; Legal Proceedings. (a) The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement, the breach, termination or validity hereof or the transactions contemplated herein promptly by negotiation between a representative of Buyer and Seller. Either Seller or Buyer may give the other written notice that a dispute exists (a “Notice of Dispute”). The Notice of Dispute shall include a statement of such party's position and the name and title of the representative who will represent such party. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party hereto shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) below, any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity hereof, or the transactions contemplated herein, if not settled by negotiation as provided in paragraph (a) of this Section 10.10, shall be settled by arbitration in accordance with the Commercial Arbitration Rules (“CAR”) of the American Arbitration Association (“AAA”), by one arbitrator selected by mutual agreement of the parties. In the event the parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitrators. Either party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the other party fails to participate in negotiation in accordance with paragraph (a) above. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16 (the “Act”) and shall be held in Houston, Texas, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s authority to modify or review the award as provided in the Act. (c) Each party shall bear its own costs and shall share equally the fees and expenses of the arbitrator. (d) Each party hereby acknowledges and agrees that this Section 10.10 shall not apply to any claim, controversy, action suit or proceeding in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate any such claim, controversy, action suit or proceeding in accordance with Section 10.6 hereof.

Arbitration; Legal Proceedings. (ai) The parties Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement, the breach, termination or validity hereof or the transactions contemplated herein promptly by negotiation between a representative of the Buyer and Sellerthe Representative. Either Seller the Representative or the Buyer may give the other written notice that a dispute exists (a “"Notice of Dispute”"). The Notice of Dispute shall include a statement of such partyParty's position and the name and title of the representative who will represent such partyParty. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party Party hereto shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party Party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party Party at or before the first meeting of the parties Parties as provided by this paragraph. (bii) Except as provided in Section 10.10(d) below, any Any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity hereof, or the transactions contemplated herein, if not settled by negotiation as provided in paragraph (ai) of this Section 10.1011(o), shall be settled by arbitration in accordance with the Commercial Arbitration Rules (“"CAR”") of the American Arbitration Association (“"AAA”"), by one arbitrator selected by mutual agreement of the partiesParties. In the event the parties Parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitrators. Either party Party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the other party Party fails to participate in negotiation in accordance with paragraph (ai) above. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16 (the “"Arbitration Act”) and "), shall be held in HoustonWashington, Texas, DC and the award rendered by the arbitrator shall be final and binding on the parties Parties and may be entered in any court having jurisdiction thereof, subject to the court’s 's authority to modify or review the award as provided in the Arbitration Act. (ciii) Each party Party shall bear its own costs and shall share equally the fees and expenses of the arbitratorarbitrators. (d) Each party hereby acknowledges and agrees that this Section 10.10 shall not apply to any claim, controversy, action suit or proceeding in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate any such claim, controversy, action suit or proceeding in accordance with Section 10.6 hereof.

Arbitration; Legal Proceedings. (a) The Except as provided in Article 2, the parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement, the breach, termination or validity hereof or the transactions contemplated herein promptly by negotiation between the Shareholders and a representative of Buyer Purchaser and SellerSellers who has authority to settle the controversy. Either Seller the Shareholder, Sellers or Buyer Purchaser may give the other written notice that a dispute exists (a “"Notice of Dispute”"). The Notice of Dispute shall include a statement of such party's position and, in the case of Purchaser and Sellers, the name and title of the representative who will represent such partythe Purchaser and the Sellers. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party hereto the Shareholders and the executive representing Purchaser and the Sellers shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) belowArticle 2, any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity hereof, or the transactions contemplated herein, if not settled by negotiation as provided in paragraph (a) of this Section 10.10Article 8.10, shall be settled by arbitration in accordance with the Commercial Arbitration Rules (“"CAR”") of the American Arbitration Association (“"AAA”"), by one arbitrator selected by mutual agreement three arbitrators from the AAA panel of the parties. In the event the parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitratorsarbitrators. Either party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the other party fails to participate in negotiation in accordance with paragraph (a) above. The three arbitrators shall be appointed as provided by the CAR, Selection of Arbitrators by the parties. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16 (the “Act”) and shall be held in Houston, Texas16, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s 's authority to modify or review the award as provided in the Act. (c) It is the intent of the parties that any arbitration shall be concluded as quickly as reasonably practicable. Unless the parties otherwise agree, once commenced, the hearing on the disputed matters shall be held four days a week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrators shall use all reasonable efforts to issue the final award or awards within a period of five business days after closure of the proceedings. Failure of the arbitrators to meet the time limits of this Section 8.10(c) shall not be a basis for challenging the award. (d) Each party shall bear its own costs and shall share equally pay one-half of the fees and expenses of the arbitratorarbitrators. (d) Each party hereby acknowledges and agrees that this Section 10.10 shall not apply to any claim, controversy, action suit or proceeding in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate any such claim, controversy, action suit or proceeding in accordance with Section 10.6 hereof.

Arbitration; Legal Proceedings. (a) The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement, the breach, termination or validity hereof or the transactions contemplated herein promptly by negotiation between a representative of Buyer and Seller. Either Seller or Buyer may give the other written notice that a dispute exists (a “Notice of Dispute”). The Notice of Dispute shall include a statement of such party's ’s position and the name and title of the representative who will represent such party. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party hereto shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) below, any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity hereof, or the transactions contemplated herein, if not settled by negotiation as provided in paragraph (a) of this Section 10.10, shall be settled by arbitration in accordance with the Commercial Arbitration Rules (“CAR”) of the American Arbitration Association (“AAA”), by one arbitrator selected by mutual agreement of the parties. In the event the parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitrators. Either party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the other party fails to participate in negotiation in accordance with paragraph (a) above. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16 (the “Act”) and shall be held in Houston, Texas, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s authority to modify or review the award as provided in the Act. (c) Each party shall bear its own costs and shall share equally the fees and expenses of the arbitrator. (d) Each party hereby acknowledges and agrees that this Section 10.10 shall not apply to any claim, controversy, action suit or proceeding in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate any such claim, controversy, action suit or proceeding in accordance with Section 10.6 hereof.

Arbitration; Legal Proceedings. (a) The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement, the breach, termination or validity hereof or the transactions contemplated herein promptly by negotiation between a representative of Buyer and Sellerthe Purchaser, the Seller who has authority to settle the controversy. Either the Seller or Buyer the Purchaser may give the other written notice that a dispute exists (a “"Notice of Dispute”"). The Notice of Dispute shall include a statement of such party's position and the name and title of the representative who will represent such partythe Purchaser. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party hereto shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) below, any Any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity hereof, or the transactions contemplated herein, if not settled by negotiation as provided in paragraph (a) of this Section 10.1012.10, shall be settled by arbitration in accordance with 35 the Commercial Arbitration Rules (“"CAR”") of the American Arbitration Association (“"AAA”"), by one arbitrator selected by mutual agreement of the partiesparties from the AAA panel of arbitrators in Dallas, Texas. In the event the parties cannot agree to an arbitrator, the arbitrator shall be proceed before an arbitrator selected by the CARdirector of the AAA in Dallas, Selection of ArbitratorsTexas. Either party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the other party fails to participate in negotiation in accordance with paragraph (a) above. The three arbitrators shall be appointed as provided by the CAR, Selection of Arbitrators. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16 (the “"Act”) and shall be held in Houston, Texas"), and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s 's authority to modify or review the award as provided in the Act. (c) Each party shall bear its own costs and shall share equally the fees and expenses of the arbitratorarbitrators. (d) Each party hereby acknowledges and agrees that this Section 10.10 shall not apply to any claim, controversy, action suit or proceeding in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate any such claim, controversy, action suit or proceeding in accordance with Section 10.6 hereof.

Arbitration; Legal Proceedings. (a) i. The parties shall attempt in good faith to resolve any dispute arising out of or relating in any manner to this Agreement, the breach, termination or validity hereof thereof or the transactions contemplated herein (including, without limitation, any claim for indemnification pursuant to section 11 hereof and any statutory or common law claim) promptly by negotiation between a representative representatives of Buyer and Sellereach of the parties to such dispute, each of whom has authority to settle the controversy. Either Seller or Buyer Any of the parties hereto may give any of the other others written notice that a dispute exists (a “"Notice of Dispute”"). The Notice of Dispute shall include a statement of such party's position and the name and title of the representative who will represent such party. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party hereto the parties' respective representatives shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) below, any ii. Any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity hereofthereof, or the transactions contemplated hereinherein (including, without limitation, any claims for indemnification pursuant to section 8 hereof and any statutory or common law claim), if not settled by negotiation as provided in paragraph (a) of this Section 10.10section 24(b), shall be settled by arbitration in New York, New York, in accordance with the Commercial CPR Rules for Non-Administered Arbitration Rules (“CAR”) of the American Arbitration Association (“AAA”)Business Disputes, by one arbitrator selected by mutual agreement of the partiesthree arbitrators. In the event the parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitrators. Either Any party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the any other party to the dispute fails to participate in negotiation in accordance with paragraph (ai) above. The three arbitrators shall be appointed as provided by CPR Rule 5, Selection of Arbitrators by the parties. The arbitrators shall have no power to add or detract from the agreements of the parties and shall not have the authority to make any ruling or award that does not conform to the terms and conditions of this Agreement or the applicable law. Without limitation of the foregoing, the arbitrators shall have no power to terminate this Agreement other than in accordance with its terms and shall have no power to grant any license not expressly granted by this Agreement. The arbitrators shall have no authority to award punitive damages. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section ss. 1-16 (the “Act”) and shall be held in Houston, Texas16, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s authority to modify or review the award as provided in the Act. (c) iii. Each party shall bear its own have discovery rights as provided by the United States Federal Rules of Civil Procedure; provided, however, that all such discovery shall be commenced and concluded within sixty (60) days of the initiation of arbitration. iv. It is the intent of the parties that any arbitration shall be concluded as quickly as reasonably practicable. Unless the parities otherwise agree, once commenced, the hearing on the disputed matters shall be held four days a week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrators shall use all reasonable efforts to issue the final award or awards within a period of five business days after closure of the proceedings. Failure of the arbitrators to meet the time limits of this paragraph (iv) shall not be a basis for challenging the award. v. The arbitrators shall instruct the non-prevailing party (parties) to pay all costs and shall share equally of the proceedings, including the fees and expenses of the arbitratorarbitrators and the reasonable attorneys' fees and expenses of the prevailing party (parties). If the arbitrators determine that there is not a prevailing party, each party shall be instructed to bear its own costs and to pay one-half of the fees and expenses of the arbitrators. (d) vi. Each party hereto hereby acknowledges and agrees that this Section 10.10 any legal proceeding instituted to enforce an arbitration award hereunder will be brought in the U.S. federal courts situated in New York (which shall have sole and exclusive jurisdiction thereof), and hereby submits to personal jurisdiction therein and irrevocably waives any objection as to venue therein, and further agrees not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum. Atio USA and Venturian each hereby designates, appoints and empowers Xxxxxx X. Xxxxxxx, presently having offices at Xxxxxxx, Street and Deinard, Suite 2300, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, as its true and lawful agent for service of process to receive and accept on its behalf service of process in any such proceeding brought in any such courts. Atio Pty and Atio Int each hereby designates, appoints and empowers Xxxxxx X. Xxxxxxx, P.C., presently having offices at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, as its true and lawful agent for service of process to receive and accept on its behalf service of process in any such proceeding brought in any such courts. Each of the foregoing parties agrees that the failure of the process agent appointed by such person to give notice of process to such person shall not apply impair or affect the validity of service upon such agent or of any judgment based thereon, and each such person irrevocably consents to the service of process in any claimsuch proceeding by the mailing of copies thereof by certified mail, controversypostage prepaid, action suit or proceeding to such person's address for notice under this Agreement. Nothing herein shall preclude any of the parties hereto from serving process in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate manner or in any such claim, controversy, action suit or proceeding other jurisdiction in accordance connection with Section 10.6 hereofenforcing an arbitration award hereunder.

Arbitration; Legal Proceedings. (a) 1. The parties shall attempt in good faith to resolve any dispute arising out of or relating in any manner to this Agreement, Agreement or the breach, termination or validity hereof or the transactions contemplated herein thereof promptly by negotiation between a representative among representatives of Buyer and Sellerthe parties to the dispute, each of whom has authority to settle the controversy. Either Seller or Buyer Any party may give the other others written notice that a dispute exists (a “"Notice of Dispute”"). The Notice of Dispute shall include a statement of such party's position and the name and title of the representative who will represent such party. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party hereto the parties' respective representatives shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) below, any 2. Any controversy or claim arising out of or relating to this Agreement, Agreement or the breach, termination or validity hereof, or the transactions contemplated hereinthereof, if not settled by negotiation as provided in paragraph (a) of this Section 10.109.8, shall be settled by arbitration in New York, New York, in accordance with the Commercial CPR Rules for Non-Administered Arbitration Rules (“CAR”) of the American Arbitration Association (“AAA”)Business Disputes, by one arbitrator selected by mutual agreement of the partiesthree arbitrators. In the event the parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitrators. Either Any party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the any other party fails to participate in negotiation in accordance with paragraph (a) above. The three arbitrators shall be appointed as provided by CPR Rule 5, Selection of Arbitrators by the parties. The arbitrators shall have no power to add to or detract from the agreement of the parties as set forth herein and shall not have the authority to make any ruling or award that does not conform to the terms and conditions of this Agreement. Without limitation of the foregoing, the arbitrators shall have no power to terminate this Agreement other than in accordance with its terms or to award punitive damages. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section ss. 1-16 (the “Act”) and shall be held in Houston, Texas16, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s authority to modify or review the award as provided in the Act. (c) 3. Each party shall bear its own have discovery rights as provided by the United States Federal Rules of Civil Procedure; provided, however, that all such discovery shall be commenced and concluded within sixty (60) days of the initiation of arbitration. 4. It is the intent of the parties that any arbitration shall be concluded as quickly as reasonably practicable. Unless the parties otherwise agree, once commenced, the hearing on the disputed matters shall be held four days a week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrators shall use all reasonable efforts to issue the final award or awards within a period of five business days after closure of the proceedings. Failure of the arbitrators to meet the time limits of this Section 9.8(d) shall not be a basis for challenging the award. 5. The arbitrators shall instruct the non-prevailing party or parties to pay all costs and shall share equally of the proceedings, including the fees and expenses of the arbitrator. (d) Each arbitrators and the reasonable attorneys' fees and expenses of the prevailing party hereby acknowledges or parties. If the arbitrators determine that there is not a prevailing party, each party shall be instructed to bear its own costs and agrees that this Section 10.10 the fees and expenses of the arbitrators shall not apply to any claim, controversy, action suit or proceeding in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate any such claim, controversy, action suit or proceeding be divided among the parties in accordance with Section 10.6 hereoftheir relative share holdings as of the commencement of the proceedings.

Arbitration; Legal Proceedings. (a) The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement, the breach, termination or validity hereof or the transactions contemplated herein promptly by negotiation between a representative of the Buyer and the Seller. Either the Seller or the Buyer may give the other written notice that a dispute exists (a “"Notice of Dispute”"). The Notice of Dispute shall include a statement of such party's position and the name and title of the representative who will represent such party. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party hereto shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) below, any Any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity hereof, or the transactions contemplated herein, if not settled by negotiation as provided in paragraph (a) of this Section 10.10, shall be settled by arbitration in accordance with the Commercial Arbitration Rules (“"CAR”") of the American Arbitration Association (“"AAA”"), by one arbitrator selected by mutual agreement of the parties. In the event the parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitrators. Either party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the other party fails to participate in negotiation in accordance with paragraph (a) above. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16 (the “"Act”) and "), shall be held in HoustonDallas, Texas, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s 's authority to modify or review the award as provided in the Act. (c) Each party shall bear its own costs and shall share equally the fees and expenses of the arbitratorarbitrators. (d) Each party hereby acknowledges and agrees that this Section 10.10 shall not apply to any claim, controversy, action suit or proceeding in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate any such claim, controversy, action suit or proceeding in accordance with Section 10.6 hereof.

Arbitration; Legal Proceedings. (a) Any controversy, claim, or question of interpretation in dispute between the parties arising out of or relating to this Agreement or the breach thereof, except such as may arise under Section 2.2 hereof, shall be finally settled by arbitration in Wilmington, Delaware under the then effective Commercial Arbitration Rules of the American Arbitration Association as modified by this Agreement, and judgment on the award rendered by the arbitrators may be entered in any U.S. federal or state court in the State of Delaware having jurisdiction. The award rendered by the arbitrators shall be final and binding on the parties and not subject to further appeal. Such arbitration can be initiated by written notice by either party (the “Claimant”) to the other party, which notice shall attempt identify the Claimant’s selected arbitrator. The party receiving such notice (the “Respondent”) shall identify its arbitrator within ten Business Days following its receipt of such notice. The arbitrator selected by the Claimant and the arbitrator selected by the Respondent shall, within ten Business Days of their appointment, select a third neutral arbitrator. In the event that they are unable to do so, either party may request the American Arbitration Association to appoint the third neutral arbitrator. The arbitrators shall have the authority to award any remedy or relief that a court in good faith Delaware could order or grant, including, without limitation, specific performance of any obligation created under this Agreement, the issuance of injunctive or other provisional relief, or the imposition of sanctions for abuse or frustration of the arbitration process. The arbitration award will be in writing and specify the factual and legal basis for the award. (b) It is the intent of the parties that any arbitration shall be concluded as quickly as reasonably practicable. Unless the parties otherwise agree, once commenced, the hearing on the disputed matters shall be held four days a week until concluded with each hearing date to resolve begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrators shall use all reasonable efforts to issue the final award or awards within a period of five Business Days after closure of the proceedings. Failure of the arbitrators to meet the time limits of this Section 9.13(b) shall not be a basis for challenging the award. (c) The arbitrators shall instruct the non-prevailing party to pay all costs of the proceedings, including the fees and expenses of the arbitrators and the reasonable attorneys’ fees and expenses of the prevailing party. If the arbitrators determine that there is no prevailing party, each party shall be instructed to bear its own costs and to pay one-half of the fees and expenses of the arbitrators. (d) Each party hereto hereby agrees that any legal proceeding instituted to compel arbitration or to enforce an arbitration award hereunder, or to the extent arbitration is deemed to be inapplicable to any dispute arising out of or relating to this Agreement, will be brought exclusively in the breachU.S. federal or state courts situated in Delaware, termination and hereby submits to personal jurisdiction therein and irrevocably waives any objection as to venue therein, and further agrees not to plead or validity hereof or the transactions contemplated herein promptly by negotiation between a representative of Buyer and Seller. Either Seller or Buyer may give the other written notice claim in any such court that a dispute exists (a “Notice of Dispute”)any such proceeding has been brought in an inconvenient forum. The Notice Sellers and Parent hereby designate, appoint and empower Xxxxxx X. Xxxxx, Arent Fox LLP, presently having offices at 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000, as their true and lawful agent for service of Dispute shall include a statement process to receive and accept on their behalf service of process in any such party's position proceeding brought in any such courts. Premier and the name Purchaser hereby designate, appoint and title empower Xxxx X. Xxxxxxx, Esq. of Xxxxxx, Xxxxxxx & Xxxxxx, LLP, presently having offices at 0000 Xxxxxxxxx Xxxx, X.X., 0000 Xxxxxxx Financial Center, Xxxxxxx, Xxxxxxx 00000, as their true and lawful agent for service of process to receive and accept on their behalf service of process in any such proceeding brought in any such courts. Each of the representative who will represent such party. Within ten (10) days foregoing persons agrees that the failure of the delivery process agent appointed by such person to give notice of process to such person shall not impair or affect the Notice validity of Dispute, a representative from each party hereto shall meet at a mutually acceptable time and placeservice upon such agent or of any judgment based thereon, and thereafter as long as they reasonably deem necessaryeach such person irrevocably consents to the service of process in any such proceeding by the mailing of copies thereof by certified mail, postage prepaid, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) below, any controversy or claim arising out of or relating to such person’s address for notices under this Agreement, the breach, termination or validity hereof, or the transactions contemplated herein, if not settled by negotiation as provided in paragraph (a) of this Section 10.10, shall be settled by arbitration in accordance with the Commercial Arbitration Rules (“CAR”) of the American Arbitration Association (“AAA”), by one arbitrator selected by mutual agreement of the parties. In the event the parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitrators. Either party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the other party fails to participate in negotiation in accordance with paragraph (a) above. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16 (the “Act”) and shall be held in Houston, Texas, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s authority to modify or review the award as provided in the Act. (c) Each party shall bear its own costs and shall share equally the fees and expenses of the arbitrator. (d) Each party hereby acknowledges and agrees that this Section 10.10 shall not apply to any claim, controversy, action suit or proceeding in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate any such claim, controversy, action suit or proceeding in accordance with Section 10.6 hereof.

Arbitration; Legal Proceedings. (a) 1. The parties shall attempt in good faith to resolve any dispute arising out of or relating in any manner to this Agreement, the breach, termination or validity hereof thereof or the transactions contemplated herein (including, without limitation, any claim for indemnification pursuant to Article IX hereof and any statutory or common law claim) promptly by negotiation between a representative representatives of Buyer and Sellerthe parties, each of whom has authority to settle the controversy. Either Seller or Buyer Any party may give giv the other others written notice that a dispute exists (a “"Notice of Dispute”"). The Notice of Dispute shall include a statement of such party's position and the name and title of the representative who will represent such party. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party hereto the parties' respective representatives shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) below, any 2. Any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity hereofthereof, or the transactions contemplated hereinherein (including, without limitation, any claims for indemnification pursuant to Article IX hereof and any statutory or common law claim), if not settled by negotiation as provided in paragraph (a) of this Section 10.1010.12, shall be settled by arbitration in New York, New York, in accordance with the Commercial CPR Rules for Non- Administered Arbitration Rules (“CAR”) of the American Arbitration Association (“AAA”)Business Disputes, by one arbitrator selected by mutual agreement of the partiesthree arbitrators. In the event the parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitrators. Either Any party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the other party fails to participate in negotiation in accordance with paragraph (a) above. The three arbitrators shall be appointed as provided by CPR Rule 5, Selection of Arbitrators by the parties. The arbitrators shall have no power to add to or detract from the agreements of the parties and shall not have the authority to make any ruling or award that does not conform to the terms and conditions of this Agreement. Without limitation of the foregoing, the arbitrators shall have no power to terminate this Agreement other than in accordance with its terms and shall have no power to award punitive damages. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section ss. 1-16 (the “Act”) and shall be held in Houston, Texas16, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s authority to modify or review the award as provided in the Act. (c) 3. Each party shall bear its own costs have discovery rights as provided by the United States Federal Rules of Civil Procedure; provided, however, that all such discovery shall be commenced and shall share equally the fees and expenses concluded within sixty (60) days of the arbitratorinitiation of arbitration. (d) Each party hereby acknowledges and agrees 4. It is the intent of the parties that this Section 10.10 any arbitration shall not apply to any claimbe concluded as quickly as reasonably practicable. Unless the parties otherwise agree, controversyonce commenced, action suit or proceeding in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate any such claim, controversy, action suit or proceeding in accordance with Section 10.6 hereof.the hearing on the

Arbitration; Legal Proceedings. (a) i. The parties shall attempt in good faith to resolve any dispute arising out of or relating in any manner to this Agreement, the breach, termination or validity hereof thereof or the transactions contemplated herein (including, without limitation, any claim for indemnification pursuant to section 17 hereof and any statutory or common law claim) promptly by negotiation between a representative of Buyer the DISTRIBUTOR and Sellera representative of Atio USA, each of whom has authority to settle the controversy. Either Seller Atio USA or Buyer DISTRIBUTOR may give the other written notice that a dispute exists (a “"Notice of Dispute”"). The Notice of Dispute shall include a statement of such party's position and the name and title of the representative who will represent such party. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party hereto the parties' respective representatives shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) below, any ii. Any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity hereofthereof, or the transactions contemplated hereinherein (including, without limitation, any claims for indemnification pursuant to section 17 hereof and any statutory or common law claim), if not settled by negotiation as provided in paragraph (a) of this Section 10.10section 25(b), shall be settled by arbitration in New York, New York, in accordance with the Commercial CPR Rules for Non-Administered Arbitration Rules (“CAR”) of the American Arbitration Association (“AAA”)Business Disputes, by one arbitrator selected by mutual agreement of the parties. In the event the parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitratorsthree arbitrators. Either party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the other party fails to participate in negotiation in accordance with paragraph (ai) above. The three arbitrators shall be appointed as provided by CPR Rule 5, Selection of Arbitrators by the parties. The arbitrators shall have no power to add or detract from the agreements of the parties and shall not have the authority to make any ruling or award that does not conform to the terms and conditions of this Agreement or the applicable law. Without limitation of the foregoing, the arbitrators shall have no power to terminate this Agreement other than in accordance with its terms and shall have no power to grant any license not expressly granted by this Agreement. The arbitrators shall have no authority to award punitive damages. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section ss. 1-16 (the “Act”) and shall be held in Houston, Texas16, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s authority to modify or review the award as provided in the Act. (c) iii. Each party shall bear its own have discovery rights as provided by the United States Federal Rules of Civil Procedure; provided, however, that all such discovery shall be commenced and concluded within sixty (60) days of the initiation of arbitration. iv. It is the intent of the parties that any arbitration shall be concluded as quickly as reasonably practicable. Unless the parities otherwise agree, once commenced, the hearing on the disputed matters shall be held four days a week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrators shall use all reasonable efforts to issue the final award or awards within a period of five business days after closure of the proceedings. Failure of the arbitrators to meet the time limits of this paragraph (iv) shall not be a basis for challenging the award. v. The arbitrators shall instruct the non-prevailing party to pay all costs and shall share equally of the proceedings, including the fees and expenses of the arbitratorarbitrators and the reasonable attorneys' fees and expenses of the prevailing party. If the arbitrators determine that there is not a prevailing party, each party shall be instructed to bear its own costs and to pay one-half of the fees and expenses of the arbitrators. (d) vi. Each party hereto hereby acknowledges and agrees that this Section 10.10 any legal proceeding instituted to enforce an arbitration award hereunder will be brought in the U.S. federal courts situated in New York (which shall have sole and exclusive jurisdiction thereof), and hereby submits to personal jurisdiction therein and irrevocably waives any objection as to venue therein, and further agrees not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum. Atio USA hereby designates, appoints and empowers Xxxxxx X. Xxxxxxx, presently having offices at Xxxxxxx, Street and Deinard, Suite 2300, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, as Atio USA's true and lawful agent for service of process to receive and accept on its behalf service of process in any such proceeding brought in any such courts. DISTRIBUTOR hereby designates, appoints and empowers Xxxxxx X. Xxxxxxx, P.C., presently having offices at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, as DISTRIBUTOR's true and lawful agent for service of process to receive and accept on DISTRIBUTOR's behalf service of process in any such proceeding brought in any such courts. Each of the foregoing parties agrees that the failure of the process agent appointed by such person to give notice of process to such person shall not apply impair or affect the validity of service upon such agent or of any judgment based thereon, and each such person irrevocably consents to the service of process in any claimsuch proceeding by the mailing of copies thereof by certified mail, controversypostage prepaid, action suit or proceeding to such person's address for notice under this Agreement. Nothing herein shall preclude any of the parties hereto from serving process in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate manner or in any such claim, controversy, action suit or proceeding other jurisdiction in accordance connection with Section 10.6 hereofenforcing an arbitration award hereunder.

Arbitration; Legal Proceedings. (a) The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement, the breach, termination or validity hereof or the transactions contemplated herein thereof (including, without limitation, any claim for indemnification pursuant to Section 10 hereof) promptly by negotiation between the Shareholder Representative and a representative of Buyer and SellerPurchaser who has authority to settle the controversy. Either Seller the Shareholder Representative or Buyer Purchaser may give the other written notice that a dispute exists (a “"Notice of Dispute”"). The Notice of Dispute shall include a statement of such party's position and and, in the case of Purchaser, the name and title of the representative who will represent such partythe Purchaser. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party hereto the Shareholder Representative and the executive representing Purchaser shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) below, any Any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity hereofthereof, or the transactions contemplated hereinherein (including, without limitation, any claims for indemnification pursuant to Section 10 hereof), if not settled by negotiation as provided in paragraph (a) of this Section 10.1013.12, shall be settled by arbitration in New York, New York, in accordance with the Commercial CPR Rules for Non-Administered Arbitration Rules (“CAR”) of the American Arbitration Association (“AAA”)Business Disputes, by one arbitrator selected by mutual agreement of the parties. In the event the parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitratorsthree arbitrators. Either party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the other party fails to participate in negotiation in accordance with paragraph (a) above. The three arbitrators shall be appointed as provided by CPR Rule 5, Selection of Arbitrators by the parties. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1ss.1-16 (the “Act”) and shall be held in Houston, Texas16, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s authority to modify or review the award as provided in the Act. (c) Each party shall bear its own have discovery rights as provided by the Federal Rules of Civil Procedure; provided, however, that all such discovery shall be commenced and concluded within sixty (60) days of the initiation of arbitration. (d) It is the intent of the parties that any arbitration shall be concluded as quickly as reasonably practicable. Unless the parties otherwise agree, once commenced, the hearing on the disputed matters shall be held four days a week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrators shall use all reasonable efforts to issue the final award or awards within a period of five business days after closure of the proceedings. Failure of the arbitrators to meet the time limits of this Section 13.12(d) shall not be a basis for challenging the award. (e) The arbitrators shall instruct the non-prevailing party to pay all costs and shall share equally of the proceedings, including the fees and expenses of the arbitratorarbitrators and the reasonable attorneys' fees and expenses of the prevailing party. If the arbitrators determine that there is not a prevailing party, each party shall be instructed to bear its own costs and to pay one-half of the fees and expenses of the arbitrators. (df) Each party hereto hereby acknowledges and agrees that this Section 10.10 any legal proceeding instituted to enforce an arbitration award hereunder will be brought in the U.S. federal or state courts situated in New York, New York, and hereby submits to personal jurisdiction therein and irrevocably waives any objection as to venue therein, and further agrees not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum. Each Shareholder hereby designates, appoints and empowers Morrxx X. Xxxxxxx, xxesently having offices at Leonxxx, Xxreet and Deinard, Suite 2300, 150 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, xx such Person's true and lawful agent for service of process to receive and accept on Shareholder's behalf service of process in any such proceeding brought in any such courts. Purchaser hereby designates, appoints and empowers Robexx X. XxXxxxxx, Xxneral Counsel, presently having offices at 504 Xxxxxxxx Xxxxxx, Norcross, Georgia 30071, as such Purchaser's true and lawful agent for service of process to receive and accept on Purchaser's behalf service of process in any such proceeding brought in any such courts. Each of the foregoing Persons agrees that the failure of the process agent appointed by such Person to give notice of process to such Person shall not apply impair or affect the validity of service upon such agent or of any judgment based thereon, and each such Person irrevocably consents to the service of process in any claimsuch proceeding by the mailing of copies thereof by certified mail, controversypostage prepaid, action suit or proceeding to such Person's address for notices under this Agreement. Nothing herein shall preclude any of the parties hereto from serving process in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate manner or in any such claim, controversy, action suit or proceeding other jurisdiction in accordance connection with Section 10.6 hereofenforcing an arbitration award hereunder.

Arbitration; Legal Proceedings. (a) The parties shall attempt Any controversy, claim, or question of interpretation in good faith dispute between the Sellers, on one hand, and the Buyer, on the other hand (the Sellers, on one hand, and the Buyer, on the other hand, each being referred to resolve any dispute as a "party") arising out of or relating to this Agreement, the breach, termination or validity hereof Agreement or the transactions contemplated herein promptly by negotiation between a representative of Buyer and Seller. Either Seller or Buyer may give the other written notice that a dispute exists (a “Notice of Dispute”). The Notice of Dispute shall include a statement of such party's position and the name and title of the representative who will represent such party. Within ten (10) days of the delivery of the Notice of Dispute, a representative from each party hereto shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute breach thereof shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph. (b) Except as provided in Section 10.10(d) below, any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity hereof, or the transactions contemplated herein, if not settled by negotiation as provided in paragraph (a) of this Section 10.10, shall be finally settled by arbitration in accordance with Fort Worth, Texas, under the then-effective Commercial Arbitration Rules (“CAR”) of the American Arbitration Association (“AAA”), as modified by one arbitrator selected by mutual agreement of the parties. In the event the parties cannot agree to an arbitrator, the arbitrator shall be selected by the CAR, Selection of Arbitrators. Either party may initiate arbitration by delivering a written election to arbitrate to the other party at any time after twenty (20) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation, or sooner if the other party fails to participate in negotiation in accordance with paragraph (a) above. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16 (the “Act”) and shall be held in Houston, Texasthis Agreement, and judgment on the award rendered by the arbitrator arbitrators may be entered in any U.S. federal or state court having jurisdiction. The award rendered by the arbitrators shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, not subject to further appeal. Such arbitration can be initiated by written notice by either party (the court’s "Claimant") to the other party, which notice shall identify the Claimant's selected arbitrator. The party receiving such notice (the "Respondent") shall identify its arbitrator within ten (10) business days following its receipt of such notice. The arbitrator selected by the Claimant and the arbitrator selected by the Respondent shall, within fifteen (15) business days of their appointment, select a third neutral arbitrator. In the event that they are unable to do so, either party may request the American Arbitration Association to appoint the third neutral arbitrator. The arbitrators shall have the authority to modify award any remedy or review relief that a court in Texas could order or grant, including, without limitation, specific performance of any obligation created under this Agreement, the issuance of injunctive or other provisional relief, or the imposition of sanctions for abuse or frustration of the arbitration process. The arbitration award will be in writing and specify the factual and legal basis for the award. (b) It is the intent of the parties that any arbitration shall be concluded as provided in quickly as reasonably practicable. Unless the Actparties otherwise agree, once commenced, the hearing on the disputed matters shall be held four days a week until concluded with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrators shall use all reasonable efforts to issue the final award or awards within a period of ten business days after closure of the proceedings. Failure of the arbitrators to meet the time limits of this Section 11.11(b) shall not be a basis for challenging the award. (c) Each The arbitrators shall instruct the non-prevailing party shall bear its own to pay all costs and shall share equally of the proceedings, including the fees and expenses of the arbitratorarbitrators and the reasonable attorneys' fees and expenses of the prevailing party. If the arbitrators determine that there is not a prevailing party, each party shall be instructed to bear its own costs and to pay one-half of the fees and expenses of the arbitrators. (d) Each party hereto hereby acknowledges and agrees that this Section 10.10 shall any legal proceeding instituted to enforce an arbitration award hereunder will be brought in the U.S. federal or state courts situated in Fort Worth, Tarrant County, Texas, and hereby submits to personal jurisdiction therein and irrevocably waives any objection as to venue therein, and further agrees not apply to any claim, controversy, action suit plead or proceeding claim in which a party hereto seeks specific performance, injunctive relief or any other equitable relief and that such party may initiate any such claimcourt that any such proceeding has been brought in an inconvenient forum. Each such Person irrevocably consents to service of process in any such proceeding by the mailing of copies thereof by certified mail, controversypostage prepaid, action suit or proceeding in accordance with Section 10.6 hereofto such Person's address for notices under this Agreement. [Signatures follow on next page.]