Common use of Dispute Resolution; Jurisdiction Clause in Contracts

Dispute Resolution; Jurisdiction. (a) CD&R Investor and Deere Investor shall first endeavor to resolve any and all disputes, controversies or claims arising out of or in connection with this Agreement or the alleged breach, termination or validity thereof (each, a “Dispute”) through good faith negotiations for a period of up to twenty (20) Business Days. If the CD&R Investor and the Deere Investor fail to resolve such Dispute during such period, then the matter shall be submitted to Xxxx X. Xxxxxxxx of Deere Investor and Xxxxxxx X. Xxxxxxxx a designee of CD&R Investor. Such persons shall meet within ten (10) Business Days after the Dispute is submitted to them and shall attempt in good faith to resolve the Dispute as soon as reasonably practicable. If such persons are unable to resolve the Dispute within thirty (30) Business Days of meeting, then either party may seek resolution of the Dispute through litigation in accordance with Section 4.14(b) or Section 4.16. (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding in connection with or with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware and any direct appellate court therefrom). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action in connection with or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding in connection with or with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 4.14(b), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (c) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action in connection with or relating to this Agreement, on behalf of itself or its property, by the personal delivery of copies of such process to such party or by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 4.8. Nothing in this Section 4.14 shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Dispute Resolution; Jurisdiction. (a) CD&R Investor and Deere Investor shall first endeavor to resolve any and all disputesIn the event that there is a dispute, controversies controversy, or claims claim between the Parties arising out of or relating to this Agreement, or its interpretation, performance, nonperformance or any breach of any respective obligations hereunder, excluding any dispute at the JCC level (to which the procedures in connection with this Agreement or Section 2.3(d) shall apply), then the alleged breach, termination or validity thereof (each, a “Dispute”) through good faith negotiations for a period of up to twenty (20) Business Days. If the CD&R Investor and the Deere Investor fail Parties shall seek to resolve such Dispute during such period, then dispute through prompt negotiations between the matter shall be submitted to Xxxx X. Xxxxxxxx of Deere Investor Executives. The Executives will meet in-person and Xxxxxxx X. Xxxxxxxx a designee of CD&R Investor. Such persons shall meet within ten (10) Business Days after the Dispute is submitted to them and shall attempt in use good faith efforts to resolve any such dispute (for clarity, excluding any dispute at the Dispute as soon as reasonably practicable. If such persons are unable to resolve the Dispute JCC level) within thirty [ * ] days after a request by a Party (30) Business Days of meeting, then either party may seek resolution of the Dispute through litigation in accordance with Section 4.14(b) or Section 4.16“Executive Mediation”). (b) Each If such dispute is not resolved within [ * ] days of the parties hereto irrevocably agrees that any legal action commencing Executive Mediation (or proceeding in connection with or with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought such other period as may be mutually agreed upon by the other party hereto or its successors or assigns Executives), then either Party shall be brought and determined have the right to file an action in the Court of Chancery courts of the State of Delaware New York or in the United States District Court for New York. Each Party hereby irrevocably and any state appellate court therefrom within unconditionally (a) consents to the State exclusive jurisdiction of Delaware (or, if the Court of Chancery courts of the State of Delaware declines to accept jurisdiction over a particular matterNew York or in the United States District Court for New York for any action, any state or federal court within the State of Delaware and any direct appellate court therefrom). Each of the parties hereto hereby irrevocably submits with regard to any such action suit or proceeding for itself (other than appeals therefrom) arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in respect of such courts, (b) waives its propertyright to a jury trial, generally and unconditionally, (c) waives any objection to the personal jurisdiction laying of the aforesaid courts and agrees that it will not bring venue of any action in connection with action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement or any in the courts of the transactions contemplated by this Agreement State of New York or in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivesUnited States District Court for New York, and (d) agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any action or proceeding in connection with or with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 4.14(b), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from that any legal process commenced in such courts (whether through service of noticeaction, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action suit or proceeding brought in any such court is has been brought in an inconvenient forum, and (Be) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (c) Each of the parties hereto irrevocably consents to the agrees that service of any summons and complaint and process, summons, notice or document by registered mail to its address set forth in Section 14.4 shall be effective service of process for any other process action, suit or proceeding brought against it under this Agreement in any other action in connection with or relating to this Agreement, on behalf of itself or its property, by the personal delivery of copies of such process to such party or by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 4.8. Nothing in this Section 4.14 shall affect the right of any party hereto to serve legal process in any other manner permitted by Lawcourt.

Dispute Resolution; Jurisdiction. (a) CD&R Investor and Deere Investor shall first endeavor to resolve any and all disputesIn the event that there is a dispute, controversies controversy, or claims claim between the Parties arising out of or relating to this Agreement, or its interpretation, performance, nonperformance or any breach of any respective obligations hereunder, excluding any dispute at the JCC level (to which the procedures in connection with this Agreement or Section 2.3(d) shall apply), then the alleged breach, termination or validity thereof (each, a “Dispute”) through good faith negotiations for a period of up to twenty (20) Business Days. If the CD&R Investor and the Deere Investor fail Parties shall seek to resolve such Dispute during such period, then dispute through prompt negotiations between the matter shall be submitted to Xxxx X. Xxxxxxxx of Deere Investor Executives. The Executives will meet in-person and Xxxxxxx X. Xxxxxxxx a designee of CD&R Investor. Such persons shall meet within ten (10) Business Days after the Dispute is submitted to them and shall attempt in use good faith efforts to resolve any such dispute (for clarity, excluding any dispute at the Dispute as soon as reasonably practicable. If such persons are unable to resolve the Dispute JCC level) within thirty [***] days after a request by a Party (30) Business Days of meeting, then either party may seek resolution of the Dispute through litigation in accordance with Section 4.14(b) or Section 4.16“Executive Mediation”). (b) Each If such dispute is not resolved within [***] days of the parties hereto irrevocably agrees that any legal action commencing Executive Mediation (or proceeding in connection with or with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought such other period as may be mutually agreed upon by the other party hereto or its successors or assigns Executives), then either Party shall be brought and determined have the right to file an action in the Court of Chancery courts of the State of Delaware New York or in the United States District Court for New York. Each Party hereby irrevocably and any state appellate court therefrom within unconditionally (a) consents to the State exclusive jurisdiction of Delaware (or, if the Court of Chancery courts of the State of Delaware declines to accept jurisdiction over a particular matterNew York or in the United States District Court for New York for any action, any state or federal court within the State of Delaware and any direct appellate court therefrom). Each of the parties hereto hereby irrevocably submits with regard to any such action suit or proceeding for itself (other than appeals therefrom) arising out of or relating to this Agreement, and agree not to commence any action, suit or proceeding (other than appeals therefrom) related thereto except in respect of such courts, (b) waives its propertyright to a jury trial, generally and unconditionally, (c) waives any objection to the personal jurisdiction laying of the aforesaid courts and agrees that it will not bring venue of any action in connection with action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Agreement or any in the courts of the transactions contemplated by this Agreement State of New York or in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivesUnited States District Court for New York, and (d) agrees not to assert, by way of motion, as a defense, counterclaim plead or otherwise, claim in any action or proceeding in connection with or with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 4.14(b), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from that any legal process commenced in such courts (whether through service of noticeaction, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action suit or proceeding brought in any such court is has been brought in an inconvenient forum, and (Be) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. (c) Each of the parties hereto irrevocably consents to the agrees that service of any summons and complaint and process, summons, notice or document by registered mail to its address set forth in Section 14.4 shall be effective service of process for any other process action, suit or proceeding brought against it under this Agreement in any other action in connection with or relating to this Agreement, on behalf of itself or its property, by the personal delivery of copies of such process to such party or by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 4.8. Nothing in this Section 4.14 shall affect the right of any party hereto to serve legal process in any other manner permitted by Lawcourt.