Common use of Dispute Resolution; Consent to Arbitration Clause in Contracts

Dispute Resolution; Consent to Arbitration. (a) If any dispute, controversy or claim arises out of or in connection with this Agreement or the other Transaction Documents, including any question regarding its existence, validity, termination, breach or interpretation or any dispute regarding the validity, amount or liability for any claim arising hereunder (a “Dispute”), the parties hereto shall use all commercially reasonable efforts to resolve the matter amicably. If one party gives another party (or parties) hereto notice that a Dispute has arisen and the applicable parties are unable to resolve such Dispute within 20 days of service of such notice, then the Dispute shall be referred to SP (or his successor as Executive Chairperson), Xxxxxxx Xxxxxx (or any other individual designated by the KKR Principal Investors) and Xxxxxxx X. Xxxxxx (or his successor as chief executive officer of Walgreens), who shall attempt to resolve the Dispute. No party shall resort to arbitration against another under this Agreement until 20 days after such referral. (b) Any Dispute which remains unresolved pursuant to Section 6.11(a) 20 days after service of notice of such Dispute as given and which a Shareholder wishes to have resolved shall be referred upon the application of any party hereto to, and finally resolved by, arbitration under the Rules of Arbitration (the “Rules”) in force at the date of this Agreement of the International Chamber of Commerce’s International Court of Arbitration (the “ICC”) and shall be administered by the ICC. The seat, or legal place, of arbitration shall be New York, New York. The language to be used in the arbitration proceedings shall be English and all submissions shall be made in English. The substantive laws of Switzerland shall be applicable to the merits of the Dispute. The tribunal shall consist of three arbitrators nominated pursuant to Article 12 of the Rules. (c) Each party hereto acknowledges and agrees that the arbitrators shall have the power to grant any remedy or relief available under Law, including injunctive relief, whether interim and/or final, and specific performance pursuant to Article 28 of the Rules, and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. Each party hereto retains the right to seek interim or provisional measures, including injunctive relief and including pre-arbitral attachments or injunctions, from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. (d) Each party hereto agrees that any arbitral proceedings under this Agreement and any arbitral proceedings under the Purchase Agreement and any of the other Transaction Documents, including the Buyer Shareholders Agreement, and any other agreements between the parties hereto or their Affiliates in connection with the Transactions may (to the extent the arbitral tribunal considers appropriate given the subject matter of the particular Dispute) be consolidated or be heard together concurrently before the same arbitral tribunal. The parties hereto further agree that any arbitral tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings. (e) The parties hereto do not authorize the arbitral tribunal, and the arbitral tribunal shall have no power or jurisdiction to: (i) alter or modify, or substitute its own interpretation of, any of the express terms, provisions or conditions of this Agreement, but shall enforce the contract strictly as drafted according to its terms or (ii) settle or resolve any Dispute by amiable composition or ex aequo et xxxx or by arbitration in equity. (f) Each party hereto irrevocably consents to service of process in the manner provided for the giving of notices pursuant to Section 6.5 of this Agreement. Nothing in this Section 6.11 shall affect the right of any party to serve process in any other manner permitted by Law.

Dispute Resolution; Consent to Arbitration. (a) If any dispute, controversy or claim arises out of or in connection with this Agreement or the other Transaction Documents, including any question regarding its existence, validity, termination, breach or interpretation or any dispute regarding the validity, amount or liability for any claim arising hereunder (a “Dispute”), the parties hereto shall use all commercially reasonable efforts to resolve the matter amicably. If one party gives another party (or parties) hereto notice that a Dispute with respect of Article I or Article III hereof has arisen and the applicable parties are unable to resolve such Dispute within 20 days of service of such notice, then the Dispute shall be referred to SP (or, in the event of his death or his successor as Executive Chairpersonpermanent disability, any other individual designated by the SP Investors Beneficially Owning a majority of the Total Voting Power then Beneficially Owned by all SP Investors), Xxxxxxx Xxxxxx DM (or any other individual designated by the KKR Principal Investors Beneficially Owning a majority of the Total Voting Power then Beneficially Owned by all KKR Investors) and Xxxxxxx X. Xxxxxx (or his successor as chief executive officer of Walgreens), who shall attempt to resolve the Dispute. No party shall resort to arbitration against another with respect to any such Dispute under this Agreement until 20 days after such referral. (b) Any Dispute in respect of Article I or Article III hereof which remains unresolved pursuant to Section 6.11(a7.10(a) 20 days after service such referral, or any Dispute in respect of notice of such Dispute as given and any other provisions hereof, which a Shareholder party wishes to have resolved shall be referred upon the application of any party hereto to, and finally resolved by, arbitration under the Rules of Arbitration (the “Rules”) in force at the date of this Agreement of the International Chamber of Commerce’s International Court of Arbitration (the “ICC”) and shall be administered by the ICC. The seat, or legal place, of arbitration shall be New York, New York. The language to be used in the arbitration proceedings shall be English and all submissions shall be made in English. The substantive laws of Switzerland New York shall be applicable to the merits of the Dispute (except where the substantive laws of Illinois shall mandatorily apply, in which case such laws shall be applicable to the merits of the Dispute). The tribunal shall consist of three arbitrators nominated pursuant to Article 12 of the Rules. (c) Each party hereto acknowledges and agrees that the arbitrators shall have the power to grant any remedy or relief available under Applicable Law, including but not limited to injunctive relief, whether interim and/or final, and specific performance pursuant to Article 28 of the Rules, and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. Each party hereto retains the right to seek interim or provisional measures, including injunctive relief and including pre-arbitral attachments or injunctions, from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. (d) Each party hereto agrees that any arbitral proceedings under this Agreement and any arbitral proceedings under the Purchase Agreement and any of the other Transaction Documents, including the Buyer Shareholders Agreement, Documents and any other agreements between the parties hereto or their Affiliates in connection with the Transactions (including the Shareholders Agreement) may (to the extent the arbitral tribunal considers appropriate given the subject matter of the particular Dispute) be consolidated or be heard together concurrently before the same arbitral tribunal. The parties hereto further agree that any arbitral tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings. (e) The parties hereto do not authorize the arbitral tribunal, and the arbitral tribunal shall have no power or jurisdiction to: (i) alter or modify, or substitute its own interpretation of, any of the express terms, provisions or conditions of this Agreement, but shall enforce the contract strictly as drafted according to its terms or (ii) settle or resolve any Dispute by amiable composition or ex aequo et xxxx or by arbitration in equity. (f) Each party hereto irrevocably consents to service of process in the manner provided for the giving of notices pursuant to Section 6.5 7.2 of this Agreement. Nothing in this Section 6.11 7.10 shall affect the right of any party to serve process in any other manner permitted by Law.

Dispute Resolution; Consent to Arbitration. (a) If any dispute, controversy or claim arises out of or in connection with this Agreement or the other Transaction DocumentsAgreement, including any question regarding its existence, validity, termination, breach termination or interpretation or any dispute regarding the validity, amount or liability for any claim arising hereunder a Claim (a “Dispute”), ) the parties hereto Parties shall use all commercially reasonable efforts to resolve the matter amicably. If one party Party gives another party (or parties) hereto the other notice that a Dispute has arisen and the applicable parties Parties are unable to resolve such the Dispute within 20 thirty (30) days of service of such notice, notice then the Dispute shall be referred to SP (or his successor as Executive Chairperson), Xxxxxxx Xxxxxx (or any other individual designated by the KKR Principal Investors) Xxxx Kaoufman and Xxxxxxx X. Xxxxxx (Xxxxx, or his successor as chief executive officer of Walgreens)CEDC, who shall attempt to resolve the Dispute. No party Party shall resort to arbitration against another under this Agreement until 20 thirty (30) days after such referral. (b) Any Dispute All Disputes, which remains are unresolved pursuant to Section 6.11(a12.3(a) 20 days after service of notice of such Dispute as given and which a Shareholder Party wishes to have resolved resolved, shall be referred upon the application of any party hereto to, Party to and finally resolved by, arbitration settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) in force at the date of this Agreement Agreement, which Rules are deemed to be incorporated by reference in this Section 12.3. The number of arbitrators shall be three (3), appointed in accordance with the Rules. The seat of the International Chamber of Commerce’s International Court of Arbitration (the “ICC”) and shall be administered by the ICC. The seat, or legal place, of arbitration shall be New YorkParis, New YorkFrance. The language to be used in the of this arbitration proceedings shall be English and all submissions shall be made in English. The substantive laws of Switzerland shall be applicable to the merits of the Dispute. The tribunal shall consist of three arbitrators nominated pursuant to Article 12 of the Rules. (c) Each party hereto acknowledges and agrees that the The arbitrators shall have the power to grant any legal or equitable remedy or relief available under Lawlaw, including but not limited to injunctive relief, whether interim and/or final, and specific performance pursuant to Article 28 of the Rulesperformance, and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. Each party hereto Party retains the right to seek interim or provisional measures, including but not limited to injunctive relief and including but not limited to pre-arbitral attachments or injunctions, from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. (d) Each party hereto agrees The Parties agree that any arbitral proceedings under this Agreement and any arbitral proceedings under the Purchase Agreement and any of the other Transaction Documents, Documents (including the Buyer Shareholders Agreement, and any other agreements between the parties hereto or their Affiliates in connection with the Transactions as amended from time to time) may (to the extent the arbitral tribunal considers appropriate given the subject matter of the particular Disputedispute) be consolidated or be heard together concurrently before the same arbitral tribunal. The parties hereto Parties further agree that any arbitral tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings. (e) The parties hereto do not authorize Notwithstanding the arbitral tribunalagreement to arbitrate set forth in this Section 12.3, the Parties hereby expressly acknowledge and agree that the arbitral tribunal adjudication of “cause” with respect to the removal of Xxxx Kaoufman or New Management Co from the office of CEO shall have no power or jurisdiction to: (i) alter or modify, or substitute its own interpretation of, any be determined by a Russian court of the express terms, provisions or conditions of this Agreement, but shall enforce the contract strictly as drafted according to its terms or (ii) settle or resolve any Dispute by amiable composition or ex aequo et xxxx or by arbitration in equitycompetent jurisdiction. (f) Each party hereto Party irrevocably consents to service of process in the manner provided for the giving of notices pursuant to Section 6.5 12.1 of this Agreement. Nothing in this Section 6.11 12.3 shall affect the right of any party Party to serve process in any other manner permitted by Lawlaw.

Dispute Resolution; Consent to Arbitration. (a) If any dispute, controversy or claim arises out of or in connection with this Agreement or the any other Transaction DocumentsDocument, including any question regarding its existence, validity, termination, breach termination or interpretation or any dispute regarding the validity, amount or liability for any claim arising hereunder (a “Dispute”), ) the parties hereto Parties shall use all commercially reasonable efforts to resolve the matter amicably. If one party Party gives another party (or parties) hereto the other notice that a Dispute has arisen and the applicable parties Parties are unable to resolve such the Dispute within 20 thirty (30) days of service of such notice, notice then the Dispute shall be referred to SP (or his successor as Executive Chairperson), Xxxxxxx Xxxxxx (or any other individual designated by and the KKR Principal Investors) and Xxxxxxx X. Xxxxxx (or his successor as chief executive officer CEO of Walgreens), Parent who shall attempt to resolve the Dispute. No party Party shall be entitled to resort to arbitration against another under this Agreement until 20 thirty (30) days after such referral. (b) Any Dispute All Disputes, which remains are unresolved pursuant to Section 6.11(a10.3(a) 20 days after service of notice of such Dispute as given and which a Shareholder Party wishes to have resolved resolved, shall be referred upon the application of any party hereto to, Party to and finally resolved by, arbitration settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) in force at the date of this Agreement Agreement, which Rules are deemed to be incorporated by reference in this Section 10.3. The number of arbitrators shall be three (3), appointed in accordance with the Rules. The seat of the International Chamber of Commerce’s International Court of Arbitration (the “ICC”) and shall be administered by the ICC. The seat, or legal place, of arbitration shall be New YorkParis, New YorkFrance. The language to be used in of the arbitration proceedings shall be English and all submissions shall be made in English. The substantive laws of Switzerland shall be applicable to the merits of the Dispute. The tribunal shall consist of three arbitrators nominated pursuant to Article 12 of the Rules. (c) Each party hereto acknowledges and agrees that the The arbitrators shall have the power to grant any legal or equitable remedy or relief available under Lawlaw, including but not limited to injunctive relief, whether interim and/or final, and specific performance pursuant to Article 28 of the Rulesperformance, and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. Each party hereto Party retains the right to seek interim or provisional measures, including but not limited to injunctive relief and including but not limited to pre-arbitral attachments or injunctions, from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. (d) Each party hereto agrees The Parties agree that any arbitral proceedings under this Agreement and any arbitral proceedings under the Purchase Agreement and any of the other Transaction Documents, Documents (including the Buyer Shareholders Agreement, and any other agreements between the parties hereto or their Affiliates in connection with the Transactions as amended from time to time) may (to the extent the arbitral tribunal considers appropriate given the subject matter of the particular Disputedispute) be consolidated or be heard together concurrently before the same arbitral tribunal. The parties hereto Parties further agree that any arbitral tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings. (e) The parties hereto do not authorize the arbitral tribunal, and the arbitral tribunal shall have no power or jurisdiction to: (i) alter or modify, or substitute its own interpretation of, any of the express terms, provisions or conditions of this Agreement, but shall enforce the contract strictly as drafted according to its terms or (ii) settle or resolve any Dispute by amiable composition or ex aequo et xxxx or by arbitration in equity. (f) Each party hereto irrevocably consents to service of process in the manner provided for the giving of notices pursuant to Section 6.5 of this Agreement. Nothing in this Section 6.11 shall affect the right of any party to serve process in any other manner permitted by Law.

Dispute Resolution; Consent to Arbitration. (a) If any dispute, controversy or claim arises out of or in connection with this Agreement or the any other Transaction DocumentsDocument, including any question regarding its existence, validity, termination, breach termination or interpretation or any dispute regarding the validity, amount or liability for any claim arising hereunder a Claim (a “Dispute”), ) the parties hereto Parties shall use all commercially reasonable efforts to resolve the matter amicably. If one party Party gives another party (or parties) hereto the other notice that a Dispute has arisen and the applicable parties Parties are unable to resolve such the Dispute within 20 thirty (30) days of service of such notice, notice then the Dispute shall be referred to SP (or his successor as Executive Chairperson), Xxxxxxx Xxxxxx (or any other individual designated by Kaoufman and the KKR Principal Investors) and Xxxxxxx X. Xxxxxx (or his successor as chief executive officer CEO of Walgreens), Parent who shall attempt to resolve the Dispute. No party Party shall be entitled to resort to arbitration against another under this Agreement until 20 thirty (30) days after such referral. (b) Any Dispute All Disputes, which remains are unresolved pursuant to Section 6.11(a10.3(a) 20 days after service of notice of such Dispute as given and which a Shareholder Party wishes to have resolved resolved, shall be referred upon the application of any party hereto to, Party to and finally resolved by, arbitration settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) in force at the date of this Agreement Agreement, which Rules are deemed to be incorporated by reference in this Section 10.3. The number of arbitrators shall be three (3), appointed in accordance with the Rules. The seat of the International Chamber of Commerce’s International Court of Arbitration (the “ICC”) and shall be administered by the ICC. The seat, or legal place, of arbitration shall be New YorkParis, New YorkFrance. The language to be used in of the arbitration proceedings shall be English and all submissions shall be made in English. The substantive laws of Switzerland shall be applicable to the merits of the Dispute. The tribunal shall consist of three arbitrators nominated pursuant to Article 12 of the Rules. (c) Each party hereto acknowledges and agrees that the The arbitrators shall have the power to grant any legal or equitable remedy or relief available under Lawlaw, including but not limited to injunctive relief, whether interim and/or final, and specific performance pursuant to Article 28 of the Rulesperformance, and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. Each party hereto Party retains the right to seek interim or provisional measures, including but not limited to injunctive relief and including but not limited to pre-arbitral attachments or injunctions, from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. (d) Each party hereto agrees The Parties agree that any arbitral proceedings under this Agreement and any arbitral proceedings under the Purchase Agreement and any of the other Transaction Documents, Documents (including the Buyer Shareholders Agreement, and any other agreements between the parties hereto or their Affiliates in connection with the Transactions as amended from time to time) may (to the extent the arbitral tribunal considers appropriate given the subject matter of the particular Disputedispute) be consolidated or be heard together concurrently before the same arbitral tribunal. The parties hereto Parties further agree that any arbitral tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings. (e) The parties hereto do not authorize the arbitral tribunal, and the arbitral tribunal shall have no power or jurisdiction to: (i) alter or modify, or substitute its own interpretation of, any of the express terms, provisions or conditions of this Agreement, but shall enforce the contract strictly as drafted according to its terms or (ii) settle or resolve any Dispute by amiable composition or ex aequo et xxxx or by arbitration in equity. (f) Each party hereto irrevocably consents to service of process in the manner provided for the giving of notices pursuant to Section 6.5 of this Agreement. Nothing in this Section 6.11 shall affect the right of any party to serve process in any other manner permitted by Law.

Dispute Resolution; Consent to Arbitration. (a) If any dispute, controversy or claim arises out of or in connection with this Agreement or the other Transaction DocumentsAgreement, including any question regarding its existence, validity, termination, breach or interpretation or any dispute regarding the validity, amount or liability for any claim arising hereunder (a “Dispute”), the parties hereto Parties shall use all commercially reasonable efforts to resolve the matter amicably. If one party Party gives another party Party (or partiesParties) hereto notice that a Dispute has arisen and the applicable parties Parties are unable to resolve such Dispute within 20 days of service of such notice, then the Dispute shall be referred to SP (SP, or his successor as Executive Chairperson)Chairperson of the Company, Xxxxxxx Xxxxxx (Xxxxxx, or any other individual designated by the KKR Principal Investors) , and Xxxxxxx X. Xxxxxx (Xxxxxx, or his successor as chief executive officer Chief Executive Officer of Walgreens)the Buyer, who shall attempt to resolve the Dispute. No party Party shall resort to arbitration against another under this Agreement until 20 days after such referral. (b) Any Dispute which remains unresolved pursuant to Section 6.11(a11.11(a) 20 twenty (20) days after service of notice of such Dispute as given referral and which a Shareholder Party wishes to have resolved shall be referred upon the application of any party hereto Party to, and finally resolved by, arbitration under the Rules of Arbitration (the “Rules”) in force at the date of this Agreement of the International Chamber of Commerce’s International Court of Arbitration (the “ICC”) and shall be administered by the ICC. The seat, or legal place, of arbitration shall be New York, New York. The language to be used in the arbitration proceedings shall be English and all submissions shall be made in English. The substantive laws of Switzerland New York law shall be applicable to the merits of the Dispute. The tribunal shall consist of three arbitrators nominated pursuant to Article 12 of the Rules. (c) Each party Party hereto acknowledges and agrees that the arbitrators shall have the power to grant any legal or equitable remedy or relief available under Applicable Law, including injunctive relief, whether interim and/or final, and specific performance pursuant to Article 28 of the Rules, and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. Each party Party hereto retains the right to seek interim or provisional measures, including injunctive relief and including pre-arbitral attachments or injunctions, from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. (d) Each party Party hereto agrees that any arbitral proceedings under this Agreement and any arbitral proceedings under the Purchase Agreement and any of the other Transaction Documents, including the Buyer Shareholders Agreement, and any other agreements between the parties hereto Parties or their Affiliates in connection with the Transactions Transactions, including the Shareholders Agreement and the Buyer Shareholders Agreement, may (to the extent the arbitral tribunal considers appropriate given the subject matter of the particular Disputedispute) be consolidated or be heard together concurrently before the same arbitral tribunal. The parties hereto further agree that any arbitral tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings. (e) The parties hereto Parties do not authorize the arbitral tribunal, and the arbitral tribunal tribunals shall have no power or jurisdiction to: (i) alter or modify, or substitute its own interpretation of, any of the express terms, provisions or conditions of this Agreement, but shall enforce the contract strictly as drafted according to its terms or (ii) settle or resolve any Dispute by amiable composition or ex aequo et xxxx or by arbitration in equity. (f) Each party Party hereto irrevocably consents to service of process in the manner provided for the giving of notices pursuant to Section 6.5 11.06 of this Agreement. Nothing in this Section 6.11 11.11 shall affect the right of any party Party to serve process in any other manner permitted by Applicable Law.