Common use of Governing Law and Dispute Resolution Clause in Contracts

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of Delaware, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of Delaware.

Governing Law and Dispute Resolution. (a) This Employee Matters Agreement and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and therebyhereby, to the negotiation, execution or performance hereof or thereofhereof, or to the inducement of any party to enter herein and thereinherein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of Delaware, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, that any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion AgreementsEmployee Matters Agreement, to the transactions contemplated hereby and therebyhereby, to the negotiation, execution or performance hereof or thereofhereof, or to the inducement of any party to enter herein and thereinherein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion AgreementsEmployee Matters Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.0210.02 of the Asset Purchase Agreement; and (iv) agrees that nothing in this Employee Matters Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of Delaware. (c) Should any party institute any action or proceeding in court to enforce any provision of this Employee Matters Agreement or for damages by reason of any alleged breach of any provision of this Employee Matters Agreement or for any other judicial remedy with respect to this Employee Matters Agreement, the prevailing party will be entitled to receive from the losing party all reasonable attorneys’ fees of outside counsel and all reasonable out of pocket costs paid to third parties in connection with such proceeding. No attorneys’ fees shall be awarded for the respective parties in-house counsel.

Governing Law and Dispute Resolution. (a) This Agreement Note shall be construed and enforced in accordance with, and all questions concerning the Companion Agreements (construction, validity, interpretation and any claims, causes performance of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) this Note shall in all respects be governed by, and construed in accordance with, the Laws internal laws of the State of DelawareNew York, including all matters of construction, validity and performance, in each case without reference giving effect to any choice of law or conflict of Law rules law provision or rule (whether of the State of New York or any other jurisdictions) that might lead to would cause the application of the Laws laws of any jurisdictions other jurisdiction. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of than the State of Delaware and New York. The Company hereby irrevocably submits to the federal courts non-exclusive jurisdiction of the United States of America located in district court for the Southern District of Delaware and New York, for the appellate courts having jurisdiction adjudication of appeals from such courts (the “Delaware Courts”). In that contextany dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and without limiting the generality of the foregoing, each party hereby irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courtswaives, and agrees that all claims not to assert in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that suit, action or proceeding, any such Action may and shall be brought in the Delaware Courts and waives any objection claim that it may now or hereafter have is not personally subject to the venue or jurisdiction of any such Action in the Delaware Courts or court, that such Action was suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. If there is no applicable jurisdiction in such federal court, each of the Parties shall submit itself to the jurisdiction of the state court and agrees not for the State of New York in the borough of Manhattan. Nothing contained herein shall be deemed to plead or claim the same; (iii) agrees that service of limit in any way any right to serve process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such Action provision shall be deemed inoperative to the extent that it may conflict therewith and shall be effected by mailing a copy deemed modified to conform with such statute or rule of law. Any such process by registered provision which may prove invalid or certified mail (or unenforceable under any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements law shall not affect the right validity or enforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to effect service of process preclude the Holder from bringing suit or taking other legal action against the Company in any other manner permitted by jurisdiction to collect on the Laws Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the State of DelawareHolder.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, by and construed in accordance with, under the Laws laws of the State of DelawareNew York as applied to agreements among New York residents entered into and to be performed entirely within New York, including all matters without regard to principles of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdictionlaws thereunder. (b) Each of the parties Parties hereto irrevocably (i) agrees thatthat any dispute or controversy arising out of, except relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the extent set forth otherwise UNCITRAL Arbitration Rules in accordance with the Companion Agreements, any claims, causes HKIAC Procedures for the Administration of action or disputes that may be based upon, arise out International Arbitration in force at the date of or relate to this Agreement or (the Companion Agreements“Arbitration Rules”), (ii) waives, to the transactions contemplated hereby and therebyfullest extent it may effectively do so, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that which it may now or hereafter have to the laying of venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court arbitration, and agrees not to plead or claim the same; (iii) agrees that service submits to the exclusive jurisdiction of process Hong Kong in any such Action arbitration. There shall be one (1) arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be effected by mailing a copy entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such process by registered or certified mail (or any substantially similar form of mail)arbitration, postage prepaid, to such and each party at shall separately pay for its address as provided in Section 10.02; andrespective counsel fees and expenses. (ivc) agrees In the event of two or more arbitrations having been commenced under this Agreement, the tribunal in the arbitration first filed (the “Principal Tribunal”) may in its sole discretion, upon the application of any party to the arbitrations, order that nothing in this Agreement or the Companion Agreements shall affect proceedings be consolidated before the right Principal Tribunal, which will have the jurisdiction to effect service resolve all disputes forming part of process the consolidation order, if (i) there are issues of fact and/or law common to the arbitrations, (ii) the interests of justice and efficiency would be served by such a consolidation, and (iii) no prejudice would be caused to any party in any material respect as a result of such consolidation, whether through undue delay or otherwise. Such application shall be made as soon as practicable and the party making such application shall give notice to the other manner permitted by parties to the Laws of the State of Delawarearbitrations.

Governing Law and Dispute Resolution. (a) This Employee Matters Agreement and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and therebyhereby, to the negotiation, execution or performance hereof or thereofhereof, or to the inducement of any party to enter herein and thereinherein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of Delaware, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, that any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion AgreementsEmployee Matters Agreement, to the transactions contemplated hereby and therebyhereby, to the negotiation, execution or performance hereof or thereofhereof, or to the inducement of any party to enter herein and thereinherein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion AgreementsEmployee Matters Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.0210.02 of the Asset Exchange Agreement; and (iv) agrees that nothing in this Employee Matters Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of Delaware. (c) Should any party institute any action or proceeding in court to enforce any provision of this Employee Matters Agreement or for damages by reason of any alleged breach of any provision of this Employee Matters Agreement or for any other judicial remedy with respect to this Employee Matters Agreement, the prevailing party will be entitled to receive from the losing party all reasonable attorneys’ fees of outside counsel and all reasonable out of pocket costs paid to third parties in connection with such proceeding. No attorneys’ fees shall be awarded for the respective parties in-house counsel.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws The laws of the State of DelawareCalifornia, including all matters USA shall govern this Agreement and its construction. The Parties expressly disclaim the applicability of constructionthe International Convention on the Sale of Goods to this Agreement, validity and it shall not apply to this Agreement. The Parties will resolve any dispute, controversy or claim arising out of or relating to the validity, formation, enforceability, performance, breach or termination of this Agreement (“Dispute”) in each case without reference accordance with this Section 11.6, with the resolution [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. commencing by a Party notifying the other Party in writing of any Dispute it intends to so resolve. The Parties will attempt to resolve any conflict Dispute amicably through good faith discussions between an appropriate Gilead vice president or more senior officer and a senior executive of Law rules that might lead to Aspen. If they cannot settle the application Dispute within thirty (30) days of the Laws written notice of any the Dispute then, then on either Party’s request, the Dispute will be finally resolved by binding arbitration as follows: (a) A single arbitrator appointed in accordance with the [ * ] will administer and conduct the arbitration under those [ * ], with the arbitral proceedings and all pleadings being in the English language. Any written evidence originally in a language other jurisdiction.than English will be submitted in an English translation with the original written evidence or true copy of it. The arbitrator will, in rendering its decision, apply the (b) Each substantive law of the parties hereto agrees thatstate of California, USA, without regard to its conflict of laws provisions, and will have the power to decide all questions of arbitrability. (c) At either Party’s request, the arbitrator will enter an appropriate protective order to maintain the confidentiality of information produced or exchanged in the course of the arbitration proceedings. The arbitrator will have the power to award any remedy allowed by law, including monetary damages, prejudgment interest and punitive damages, and to grant final, complete, interim or interlocutory relief, including injunctive relief. Either Party may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this Section 11.6 and without any abridgment of the arbitrator’s powers. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction over the award. (d) The arbitrator will award to the prevailing Party in the arbitration its reasonable attorneys’ fees, costs and expenses incurred in arbitration and will assess them and its own its costs, fees and expenses to the non-prevailing Party, except if the arbitrator cannot make this award and assessment, each Party will bear its own attorney’s fees, costs and expenses and the arbitrator will assess its costs, fees and expenses to the extent set forth otherwise in Parties as it deems appropriate under the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of Delawarecircumstances.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, all particulars by the Laws principles of the State Law of Delaware, including all matters of construction, validity England and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts Wales. The maritime laws of the United States shall apply to any determination of America located the existence of a maritime lien, regardless of the country in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”)which Seller takes legal action. In the event of the potential application of both, or a conflict between, admiralty and bankruptcy jurisdiction, the Parties expressly agree that contextadmiralty jurisdiction pre-empts bankruptcy jurisdiction with respect to the rights and obligations of the Parties under this Contract, and without limiting the generality with respect to enforcing maritime lien or attachment rights. Except as otherwise provided herein, each of the foregoing, each party Parties hereby irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware CourtsUnited States District Court for the Southern District of New York or, if such court does not have jurisdiction or shall not accept jurisdiction, to any court of general jurisdiction in and agrees that all claims for the County of New York in respect the State of New York for the resolution and determination of any such Action shall be heard and determined in dispute between the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have Parties relating to the venue construction, meaning or jurisdiction effect of this Contract, or the rights and liabilities of the Parties hereunder, or any matter arising therefrom or connected therewith. Each of the Parties hereby irrevocably waives objection to such Action in suit based upon forum non conveniens and venue. Each of the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that Parties hereby irrevocably waives actual personal service of process in connection with any such Action may be effected action initiated in any court to whose jurisdiction the Parties have by mailing a copy contract submitted, and agrees to accept, in lieu of such process personal service, written notice of such action given by hand delivery or by certified or registered or certified pre-paid mail (provided that notice shall also be given by telex, facsimile, or any substantially similar form other written communication that such mailed notice has been sent, no later than the second day following the date of mail), postage prepaid, mailing) to such party at its address as set out in the Special Terms or otherwise notified pursuant to this Contract, or to its principal place of business, and addressed to the Party in question, provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect either Party may cause service of process to be effected in any other lawful manner permitted rather than by the Laws use of the State aforesaid procedure. The United Nations Convention on Contracts for the International Sale of DelawareGoods 1980 shall not apply to this Contract. Notwithstanding the foregoing, Seller is free to bring suit in any jurisdiction and shall be entitled to avail itself of all remedies under maritime or other law to obtain jurisdiction and/or security for its claims against Buyer, its agents or Affiliates, the Vessel, her owners and charterers and any of their respective agents, servants or assigns, including but not limited to vessel arrest and attachment procedures under the Supplemental Rules of Civil Procedure for Certain Admiralty and Maritime Claims or any similar laws, rules or statutes in any jurisdiction.

Governing Law and Dispute Resolution. (a) This Agreement (including the Order Forms and this Section 12.7 but excluding the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwiseSFDC Service Agreement) shall in all respects be governed by, and construed in accordance with, by the Laws substantive laws of the State of DelawareNew York applicable to agreements made and wholly performed in New York, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead regard to the application of any conflicts of laws principles. Application of the Laws United Nations Convention on Contracts for the International Sale of any other jurisdiction. Goods and the Uniform Computer Information Transactions Act is expressly excluded. (b) Any and all disputes, controversies or differences which may arise between the Parties out of or in connection with this Agreement, or the breach hereof, which cannot be amicably settled by negotiation between the Parties within 30 days from delivery of written notice of that dispute by one Party to the other Party, shall be finally determined by arbitration administered by the International Centre for Dispute Resolution (ICDR) in accordance with its International Arbitration Rules. The place of arbitration shall be New York, New York. All documents to be filed in the course of an arbitration shall be filed in the English language and all oral proceedings shall be conducted in the English language. Each Party shall bear its own costs of translation, without prejudice to a final determination on the parties hereto agrees that, except allocation of costs. Except to the extent set forth otherwise required by applicable law, neither Party may disclose the existence, content or results of any arbitration hereunder (other than to its accountants and attorneys) without prior written consent of the other Party. Each Party shall cause its representatives, witnesses and any arbitrators to assume confidentiality obligations no less stringent than those provided in this Agreement, during and after the Companion AgreementsTerm, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, with respect to the transactions contemplated hereby and therebyexistence, to the negotiation, execution content or performance hereof or thereof, or to the inducement results of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, arbitration hereunder. Each Party shall be resolved only in fully responsible for the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy observance of such process confidentiality obligations by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or representatives and witnesses during and after the Companion Agreements shall affect Term. Each Party retains the right to effect service apply to any court of process in competent jurisdiction at any other manner permitted by time for provisional and/or conservatory relief, including prearbitral attachments or injunctions, to enforce the Laws provisions of this Agreement protecting, and to otherwise protect, its Confidential Information and Intellectual Property rights, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the State of Delawareright to arbitrate.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects related thereto will be governed by, and construed in accordance with, by the Laws laws of the State India without regard to or Platform of Delaware, including all matters of construction, validity and performance, in each case without reference to any its conflict of Law rules that might lead law provisions or User’s state or country of residence. • User agrees to the application of the Laws of any other jurisdiction. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, submit to the exclusive jurisdiction of the Delaware Courtscourts sitting in • If there is a dispute between the User and other User, the User understands and agrees that Company is under no obligation with respect thereto, and the User, to the fullest extent permitted by law, hereby releases Company and its affiliates, and each of their respective officers, directors, employees, service providers, affiliates, agents, and successors from, and agrees to indemnify each of the foregoing for any losses incurred in connection with, any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Company. • The User agrees that all claims in respect case it is unable to resolve its disputes with the User then the Company has the right to remove the User from Platform and terminate this agreement. • In case of any such Action dispute between Company and the User, the same shall be heard referred to the decision of a Sole Arbitrator to be appointed by the Company in accordance with and determined in subject to the Delaware Courts; (ii) consents that any provisions of the Arbitration laws of India • The venue of such Action may and Arbitration shall be brought at in order to deal with the Delaware Courts arbitration proceedings and waives any objection that it may now or hereafter have the awards in accordance with law. • The decision of the arbitrator shall be final and binding. • The language to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court be used and agrees not to plead or claim the same; (iii) agrees that service of process all written documents provided in any such Action may arbitration shall be effected by mailing a copy of such process by registered or certified mail in English. • DISCLAIMERS: TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, THE SERVICES AND ANY USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM'S CONTENT OR THE CONTENT OF ANY OTHER PLATFORMS LINKED TO THE PLATFORM, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (or any substantially similar form of mail)A) ERRORS, postage prepaidMISTAKES, to such party at its address as provided in Section 10.02; and OR INACCURACIES OF CONTENT AND MATERIALS, (ivB) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of DelawarePERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE USER'S ACCESS TO AND USE OF THE PLATFORM, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF COMPANY'S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. COMPANY DOES NOT GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET OR MOBILE DEVICES.

Governing Law and Dispute Resolution. (a) This Employee Matters Agreement and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and therebyhereby, to the negotiation, execution or performance hereof or thereofhereof, or to the inducement of any party to enter herein and thereinherein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of Delaware, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction. (b) . Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, that any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion AgreementsEmployee Matters Agreement, to the transactions contemplated hereby and therebyhereby, to the negotiation, execution or performance hereof or thereofhereof, or to the inducement of any party to enter herein and thereinherein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion AgreementsEmployee Matters Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.0210.02 of the Asset Exchange Agreement; and (iv) agrees that nothing in this Employee Matters Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of Delaware. Should any party institute any action or proceeding in court to enforce any provision of this Employee Matters Agreement or for damages by reason of any alleged breach of any provision of this Employee Matters Agreement or for any other judicial remedy with respect to this Employee Matters Agreement, the prevailing party will be entitled to receive from the losing party all reasonable attorneys’ fees of outside counsel and all reasonable out of pocket costs paid to third parties in connection with such proceeding. No attorneys’ fees shall be awarded for the respective parties in-house counsel.

Governing Law and Dispute Resolution. (a) 16.1 This Agreement shall be construed and governed according to the Companion Agreements internal laws of the Territory where the dispute arose, without reference to conflict of laws principles. If the dispute arose in more than one Territory, then with respect to the dispute involving relevant state alcohol beverage laws, then the relevant law of the Territory applicable to that portion of the claim shall apply. However, where the dispute does not involve state alcohol beverage laws or regulations, then, and only then shall the internal laws of [____________] apply, without regard to the conflict of law principles. By way of example only, and not by way of limitation, if a breach of contract claim arises concerning whether or not a Party has infringed on the other Party’s intellectual property rights, but does not involve state alcohol beverage distribution and sale laws or regulations, then Texas law applies to the entire dispute. 16.2 Notwithstanding anything in this Agreement to the contrary, this Agreement can only be terminated pursuant to the provisions of the laws, rules, and regulations of the state where the distribution of Supplier’s Products by Broker (or one of its Affiliates) is sought to be terminated. To the extent that any terms and conditions in this Agreement is in contradiction with the laws, rules, and regulations of the state governing the sale of beverage alcohol products to Broker, then the terms of this Agreement are deemed modified to conform to all said laws, rules, and regulations of such state. 16.3 If the Parties disagree as to any claims, causes of action or disputes that may be based upon, arise matter arising out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of Delaware, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate relating to this Agreement or the Companion Agreements, to the transactions contemplated hereby and therebyby this Agreement, the Parties will promptly consult with one another, acting in good faith, in an effort to resolve the negotiationdisagreement. If such effort is unsuccessful, execution any controversy or performance hereof claim arising out of or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion AgreementsAgreement, or for recognition and enforcement the breach of any judgment this Agreement, the parties agree to first pursue mediation as a method to resolve the dispute via a neutral mediator. If mediation is unsuccessful, however, the dispute will be settled exclusively by arbitration in respect thereofthe state where the dispute arose, or if the dispute did not involve a specific state, in [_______] in accordance with the Commercial Arbitration Rules of the American Arbitration Association (subject to the exclusive jurisdiction provisions stated below). The arbitration shall be conducted before a three-arbitrator panel. For purposes of the Delaware Courtsappointment of the three-arbitrator panel, each Party shall select and appoint one arbitrator each, with the third arbitrator to be selected and appointed as the Chief Arbitrator by the two Party-selected arbitrators. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators will have the power to render injunctive, equitable, as well as other, awards and relief. 16.4 In an arbitration arising hereunder, each Party shall bear its own costs, expenses, and agrees that all claims in respect attorney’s fees. If any litigation is commenced by a Party outside of any such Action arbitration, the prevailing Party on a petition or motion to compel arbitration shall be heard entitled to recover its court costs and determined in reasonable attorney’s fees from the Delaware Courts;other Party. (ii) consents that 16.5 The rights and remedies of the Parties under this Agreement are cumulative, and either Party may enforce any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered Party’s rights or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in remedies under this Agreement or the Companion Agreements shall affect the right other rights and remedies available to effect service of process it at law or in any other manner permitted by the Laws of the State of Delawareequity.

Governing Law and Dispute Resolution. (a) This Agreement In case of any dispute over the interpretation or the execution of this Agreement, the Parties undertake to make every effort to settle their dispute by amicable agreement. In the event of a dispute a party shall issue a notice describing the basis for the dispute, and senior representatives of the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise Parties shall promptly meet in good faith the attempt to resolve the dispute. If the Parties are unable to settle a dispute arising out of or relate hereto or theretoin connection with this Agreement within sixty (60) days of issuance the dispute notice, to then either party may commence an action. In the transactions contemplated hereby case of an action commenced by Lixte the governing law shall be Dutch law and thereby, to the negotiation, execution or performance hereof or thereof, or to action shall be brought in the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed byNetherlands courts, and construed in accordance withthe event of an action commenced by NKI-AVL or Oncode, then the Laws of governing law shall be New York law and the State of Delawareaction shall be brought in the state or federal courts located in New York, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdictionNew York. (b) Each In the event of any bona fide disagreement or disputed claim of any kind or nature between the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise Parties arising out of or relate relating to this Agreement or the Companion Agreementsbreach, to the transactions contemplated hereby and therebytermination, to the negotiationenforcement, execution interpretation or performance hereof or validity thereof, the rights or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery obligations of the State parties hereunder, or any payments due hereunder (each, a “Dispute”), the Parties shall attempt in good faith to resolve any Dispute promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of Delaware and management than the federal courts persons with direct responsibility for administration of this Agreement. Upon the United States occurrence of America located a Dispute, a disputing Party shall notify the other Party in the District writing of Delaware and the appellate courts having jurisdiction of appeals from such courts Dispute (the a “Delaware CourtsDispute Notice”). In that context, and without limiting the generality The Dispute Notice shall include a statement of the foregoingParty’s position and a summary of arguments supporting that position, each party irrevocably together with information reasonably necessary for the other Party to assess and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, respond to the exclusive jurisdiction subject of the Delaware CourtsDispute, including copies of available supporting documents. Promptly following such Dispute Notice, the executives of both parties shall meet at a mutually acceptable time and agrees that all claims place in respect of any good faith to attempt to resolve such Action shall be heard and determined in Dispute by mutual agreement. If the Delaware Courts; Dispute has not been so resolved within thirty (ii30) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws days of the State of DelawareDispute Notice, either Party may seek equitable and legal remedies under the court system.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of Delaware, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware state and the federal courts of the United States of America located in the District State of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of Delaware.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and Agreement, any claims, controversies, disputes or causes of action action, whether in contract or disputes that may be tort (each, a “Dispute”), based upon, arise arising out of or relate hereto relating to this Agreement or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution execution, performance or performance hereof or thereof, or to the inducement termination of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects this Agreement will be governed by, by and construed in accordance with, with the Laws of the State of Delaware, including all matters of constructionUSA, validity and performance, in each case without reference regard to any applicable conflict of Law rules that might lead to the application of the Laws of any other jurisdictionprinciples. (b) Each of the parties hereto agrees thatThe Parties agree that any action seeking to enforce any provision of, except to the extent set forth otherwise in the Companion Agreements, or based on any claims, causes of action Dispute or disputes that may be based upon, arise any matter arising out of or relate to in connection with, this Agreement or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved may only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts Chancery Court located in Wilmington Delaware, USA so long as such court has subject matter jurisdiction over such action, or alternatively in any United States District Court located in Wilmington, Delaware, USA if the aforesaid Delaware Chancery Court does not have subject matter jurisdiction, and that any cause of action arising out of this Agreement will be deemed to have arisen from a transaction of business in the State of Delaware, USA, and each of the Parties hereby irrevocably consents to the jurisdiction of such court (and of the appropriate appellate courts therefrom) in any such action and irrevocably waives any objection that it may now or hereafter have to the laying of the venue or jurisdiction of any such Action action in the Delaware Courts any such court or that any such Action was action which is brought in such court has been brought in an inconvenient court and agrees not to plead forum. Process in any such action may be served on any Party anywhere in the world, whether within or claim without the same; (iii) jurisdiction of such court. Without limiting the foregoing, each Party agrees that service of process in any and of all other pleadings or papers on such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address Party as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect Article 12.2 will be deemed effective service of process in any other manner permitted by the Laws of the State of Delawareon such Party.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, by and construed in accordance with, with the Laws laws of the State of DelawareTexas, including all matters of constructionthe United States, validity and performance, in each case without reference to the choice of law principles thereof. Except for any conflict claim arising out of Law rules that might lead a breach of Section 8 (in which case the non-breaching party may apply to the application a court to enjoin any breach of the Laws of any other jurisdiction. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreementssuch Section), any claimsclaim, causes counterclaim, demand, cause of action or disputes that may be based uponaction, arise dispute, and controversy arising out of or relate relating to this Agreement or the Companion Agreementsrelationship established by this Agreement, to any provision hereof, the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or alleged breach thereof, or in any way relating to the inducement subject matter of any party to enter herein and thereinthis Agreement, involving the parties and/or their respective representatives (collectively the “Claims”), even though some or all of such Claims allegedly are extra-contractual in nature, whether for breach of such Claims sound in contract, tortious conduct tort, or otherwise and otherwise, at law or in equity, under state or federal law, whether predicated on provided by statute or the common law, statute for damages or otherwiseany other relief, shall be resolved only by binding arbitration. The arbitration proceeding shall be held in the Court City of Chancery Houston, State of Texas, USA, unless otherwise agreed to in writing by the parties hereto, shall be governed by the Federal Arbitration Act and shall be conducted in accordance with the rules of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts American Arbitration Association (the “Delaware CourtsAAA”). In Each party shall designate an arbitrator, who need not be impartial, within thirty (30) days of receiving notification of the filing with AAA of an arbitration demand. The two designated arbitrators shall elect a third arbitrator. If either party fails to designate the third arbitrator within thirty (30) days of their appointments, arbitrators shall be appointed by AAA such that contextthere will be three arbitrators. The parties agree that (a) the arbitrators shall be knowledgeable in industry standards and practices and the matters giving rise to the dispute, (b) the arbitrators shall not have the power and authority to award treble, exemplary or punitive damages of any type under any circumstances whether or not such damages may be available under state, or federal law, or under the Commercial Arbitration Rules of the AAA, the parties hereby waiving their right, if any, to recover such damages, (c) the authority of the arbitrators shall be limited to construing and enforcing the terms and conditions of this Agreement as expressly set forth herein, and without limiting (d) the generality arbitrators shall state the reasons for their award and their legal and factual conclusions underlying the award of the foregoingarbitrators shall be final, each party irrevocably and unconditionally: (i) submits for itself judgment upon the award may be confirmed and its property entered in any Action relating to this Agreement and the Companion Agreementscourt, state or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of DelawareFederal having jurisdiction.

Governing Law and Dispute Resolution. (a) This Agreement Note shall be construed and enforced in accordance with, and all questions concerning the Companion Agreements (construction, validity, interpretation and any claims, causes performance of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) this Note shall in all respects be governed by, and construed in accordance with, the Laws internal laws of the State of Delaware, including all matters of construction, validity and performance, in each case New York without reference regard to any choice of Laws or conflict of Law rules Laws provisions that might lead to would require the application of the Laws of any other jurisdiction. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of Any legal action or disputes that may be based upon, arise out of or relate proceeding with respect to this Agreement or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, Note or for recognition and enforcement of any judgment in respect thereofof this Note brought by the other party or its successors or assigns, shall be brought and determined non-exclusively in any state or federal courts located in the City and County of New York. Each of the parties hereby irrevocably submits with regard to any such action or proceeding to the exclusive personal jurisdiction of the Delaware Courtsaforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Note, (a) any claim that all claims 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, (b) any claim of sovereign immunity in respect of itself or its property and (c) any claim that (i) the suit, action or proceeding in such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was court is brought in an inconvenient court and agrees not to plead forum, (ii) the venue of such suit, action or claim the same; proceeding is improper or (iii) this Note or the subject matter hereof may not be enforced in or by such courts. Each party hereby consents to service being made through the notice provision set forth in Section 24 and agrees that service of process in any such Action may be effected by mailing a copy of such process process, summons, notice or document by registered or certified mail (or any substantially similar form of mail), return receipt requested and first-class postage prepaid, ) to such party at its address as provided in the respective addresses obtained pursuant to Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements 24 shall affect the right to effect be effective service of process for any suit or proceeding in any other manner permitted connection with this Note. Service shall be deemed complete upon receipt by the Laws of the State of Delawareaddressee.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claimsGoverning Law. THIS AGREEMENT, causes of action or disputes that may be based uponTHE TRANSACTION DOCUMENTS AND THE PERFORMANCE OF THE TRANSACTIONS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE TRANSACTION DOCUMENTS WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. ANY AND ALL CLAIMS, arise out of or relate hereto or theretoCONTROVERSIES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, to the transactions contemplated hereby and therebyWHETHER ARISING IN CONTRACT, to the negotiationTORT, execution or performance hereof or thereofEQUITY OR STATUTE AND ANY AND ALL PROCEEDINGS RELATED THERETO, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of Delaware, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction.SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, (b) Each of the parties hereto agrees that, except Consent to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”)Jurisdiction. In that context, and without limiting the generality of the foregoing, each party The Parties irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, submit to the exclusive jurisdiction of the Delaware CourtsChancery Courts located in Wilmington, Delaware, or, if such court shall not have jurisdiction, any federal court of the United States or other Delaware state court located in Wilmington, Delaware, and appropriate appellate courts therefrom, over any dispute and/or Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, and each Party irrevocably agrees that all claims in respect of any such Action shall dispute may be heard and determined in such courts. The Parties irrevocably waive, to the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives fullest extent permitted by applicable Law, any objection that it which they may now or hereafter have to the laying of venue or jurisdiction of any such Action in dispute arising out of or relating to this Agreement or any of the Delaware Courts or that such Action was transactions contemplated by this Agreement brought in an such courts or any defense of inconvenient court and agrees not to plead or claim forum for the same; (iii) maintenance of such dispute. Each of the Parties agrees that service of process a judgment in any such Action dispute may be effected enforced in other jurisdictions by mailing a copy of such process by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted provided by Law. Each of the Parties consents to process being served by any Party to this Agreement in any Proceeding of the nature specified in this Section 9.6(b) in the manner specified by the Laws provisions of the State of DelawareSection 9.7.

Governing Law and Dispute Resolution. (a) This Agreement These Terms and Conditions, and the Companion Agreements (services provided by Forwarder under them, shall be governed by and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, subject to the transactions contemplated hereby applicable federal law of the United States and thereby, to by the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws laws of the State of DelawareIllinois, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead regard to the application choice-of-law rules of the Laws of that State or any other jurisdiction. (b) Each . The foregoing notwithstanding, if the carriage involves an ultimate destination or stop in a country other than the country of departure, the parties hereto agrees thatMontreal Convention or the Warsaw Convention may be applicable by force of law. In the event of a direct conflict between these Terms and Conditions and a mandatory provision of any such Convention, except the terms of such Convention shall control, but only to the extent set forth otherwise of such direct conflict. XXXXXXX AND FORWARDER AGREE THAT ANY CLAIM OR DISPUTE ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER UNDER INTERNATIONAL CONVENTION, FEDERAL, STATE, LOCAL, OR FOREIGN STATUTES, REGULATIONS, OR COMMON LAW, SHALL BE BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS SERVING OAKBROOK TERRACE, ILLINOIS. SHIPPER AND FORWARDER HEREBY CONSENT TO THE JURISDICTION OF SUCH COURTS. In the event Shipper files an action against Forwarder, Xxxxxxx hereby consents to any Forwarder-instituted transfer of such action to any other venue in the Companion Agreementswhich Forwarder is a party or subsequently becomes a party to an action concerning loss, any claimsdamage, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, delay to the transactions contemplated hereby and therebycargo that is the subject of Xxxxxxx’s action. Should Forwarder successfully defend itself in any legal actions brought by any person with an interest in this Shipment, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, Forwarder shall be resolved only in the Court of Chancery of the State of Delaware entitled to reasonable attorney fees and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of Delawarelitigation expenses.

Governing Law and Dispute Resolution. (a) This Except as set forth in Section 10.19, this Agreement shall be deemed to be made and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects shall be interpreted, construed and governed by, by and construed in accordance with, with the Laws of the State of Delaware, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery laws of the State of Delaware and without regard to choice or conflict of law principles that would result in the federal courts application of the United States law of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”)any other state or jurisdiction. In that context, and without limiting the generality Each of the foregoing, each party parties hereby irrevocably and unconditionally: (i) submits unconditionally submits, for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereofproperty, to the exclusive jurisdiction of the Delaware CourtsCourt of Chancery (or any federal court sitting in the State of Delaware in the event the Delaware Court of Chancery does not admit any matter), and any appellate court from such court, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Delaware Court of Chancery (or any federal court sitting in the State of Delaware in the event the Delaware Court of Chancery does not admit any matter), (ii) agrees that all claims any claim in respect of any such Action shall action or proceeding may be heard and determined in the Delaware Courts; Court of Chancery (ii) consents that or any such Action may and shall be brought federal court sitting in the State of Delaware Courts in the event the Delaware Court of Chancery does not admit any matter), and waives any appellate court from such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue or jurisdiction of any such Action action or proceeding in the Delaware Courts Court of Chancery (or that any federal court sitting in the State of Delaware in the event the Delaware Court of Chancery does not admit any matter), and any appellate court from such Action was brought in court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Court of Chancery (or any federal court sitting in the State of Delaware in the event the Delaware Court of Chancery does not admit any matter), and agrees not any appellate court from such court. The parties hereby consent to plead or claim and grant any such court jurisdiction over such parties and, to the same; (iii) extent permitted by applicable law and over the subject matter of such dispute. Each of the parties hereto agrees that service of process a final judgment in any such Action action or proceeding shall be conclusive and may be effected enforced in other jurisdictions by mailing a copy of such process by registered suit on the judgment or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted provided by the Laws of the State of Delawarelaw. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS EXPRESSED IN THIS PARAGRAPH.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claimsshall be interpreted, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, by and construed in accordance with, with the Laws internal laws of the State of Delaware, including all matters of construction, validity and performance, in each case Florida without reference to any conflict principles of Law rules that might lead to the application conflicts of the Laws of any other jurisdiction. (b) laws. Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, consents to the exclusive jurisdiction and venue of the Delaware Courtsfederal and state courts located in the County and State of New York. Each party hereby and hereby irrevocably waives, and agrees that all claims not to assert in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that suit, action or proceeding, any such Action may and shall be brought in the Delaware Courts and waives any objection claim that it may now or hereafter have is not personally subject to the venue or jurisdiction of any such Action in the Delaware Courts or court, that such Action was suit, action or proceeding is brought in an inconvenient court and agrees not to plead forum or claim that the same; (iii) agrees that venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action may be effected suit, action or proceeding by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, thereof to such party at its the address as provided in Section 10.02; and (iv) for such notices to it under this Agreement and agrees that nothing in this Agreement or the Companion Agreements such service shall affect the right to effect constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any other way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. KBL agrees that (i) the Laws covenants set forth herein are reasonable and necessary for the protection of Company’s business interests, (ii) irreparable injury will result to Company if KBL breaches this Agreement, and (iii) in the State event of Delawareany actual or threatened breach of this Agreement, Company will have no adequate remedy at law. Accordingly KBL agrees that, in the event of any actual or threatened breach of this Agreement, Company will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages. Such remedy shall not be exclusive of any other remedies available to Company, nor shall it be deemed an election of remedies by Company, the parties having agreed that all remedies are to be cumulative. Upon any expiration or termination of KBL’s engagement with Company, or this Agreement, for whatever reason, and regardless of whether Company is otherwise in breach of any obligation to KBL.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claimsall disputes, claims or causes of action or disputes that may be based upon, arise arising out of or relate hereto or thereto, relating to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwisethis Agreement (“Disputes”) shall in all respects will be governed by, and construed in accordance with, by the Laws laws of the State of DelawareNew York, including all matters of construction, validity and performance, in each case without reference regard to any that State’s conflict of Law rules law principles. The Parties agree that might lead to the application of the Laws of any other jurisdiction. (b) Each of the parties hereto agrees thatappropriate, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or the Companion Agreements, to the transactions contemplated hereby exclusive and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, shall be resolved only in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts convenient forum (the “Delaware CourtsForum”)) for any Disputes will be in the State and federal courts located in New York, NY. In that context, and without limiting the generality of the foregoing, each party The Parties hereby irrevocably and unconditionally: (i) submits for itself and its property in any Action relating unconditionally consent to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, submit to the exclusive jurisdiction of the Delaware Courtssuch courts for any Disputes and agree not to commence any action, suit or proceeding relating thereto except in such courts, and agrees further agree that all claims in respect service of any such Action shall process, summons, notice or document by U.S. registered mail to the address set forth above will be heard and determined effective service of process for any action, suit or proceeding brought against a party in the Delaware Courts; (ii) consents that any such Action may court. The Parties hereby irrevocably and shall be brought in the Delaware Courts and waives unconditionally waive any objection that it which they may now or hereafter have to the laying of venue or jurisdiction of any such Action action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts or that such Action was brought in an inconvenient court Forum, and agrees hereby further irrevocably and unconditionally waive and agree not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of court that any such process by registered action, suit or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process proceeding brought in any other manner permitted by the Laws of the State of Delawaresuch court has been brought in an inconvenient forum. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, THE PARTIES EACH WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claimseach Work Authorization, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects will be governed by, and construed in accordance with, the Laws laws of the State of Delawarestate where the Site is located, including all matters of construction, validity and performance, in each case without reference giving effect to any choice or conflict of Law law provisions or rules that might lead to would cause the application of the Laws laws of any jurisdiction other jurisdictionthan such state. (b) Each of the parties hereto agrees that, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise Any Claim arising out of or relate relating to this Agreement or any Work Authorization (including the Companion Agreementsbreach, to the transactions contemplated hereby and thereby, to the negotiation, execution termination or performance hereof or invalidity thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common lawarising out of tort or contract) (each, statute or otherwise, a “Dispute”) shall be resolved only instituted in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in or the District courts of Delaware and the appellate courts having jurisdiction of appeals from such courts (State where the “Delaware Courts”). In that contextSite is located, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Delaware Courtssuch courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by certified mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The parties irrevocably and agrees that all claims in respect unconditionally waive any objection to venue of any suit, action, or proceeding in such Action shall be heard courts and determined in the Delaware Courts; (ii) consents that any such Action may irrevocably waive and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees agree not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of court that any such process by registered suit, action, or certified mail (or proceeding brought in any substantially similar form of mail), postage prepaid, to such party at its address as provided court has been brought in Section 10.02; andan inconvenient forum. (ivc) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of DelawareTHE PARTIES HERETO AGREE THAT THEY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, ANY WORK AUTHORIZATION, OR ANY DISPUTE.

Governing Law and Dispute Resolution. (a) 11.1 This Agreement and the Companion Agreements (and any claimsshall, causes of action or disputes that may be based upon, arise out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects respects, be governed by, and construed in accordance with the laws of India. 11.2 Any dispute of whatever nature, which arises out of in relation to or otherwise connected with: a) The interpretation or effect of; b) The validity, enforceability, or rectification (whether in whole or in part) of; c) the Laws respective rights or obligations of the State of Delaware, Parties; and/or; d) a breach (including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws a breach of any other jurisdiction. (brepresentation and warranty and/or the materiality thereof and/or the amount of compensation payable in order to remedy such breach and/or the breach or failure to comply with any covenants or undertakings contained herein) Each of or the parties hereto agrees thattermination or cancellation of, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action or disputes that may be based upon, arise out of or relate to this Agreement or in regard to whether either Party have unreasonably withheld its approval or consent under circumstances in which it may not do so; shall be dealt with in accordance with succeeding provisions of this Clause 11. 11.3 All disputes arising out of reasons mentioned herein-above shall be collectively referred to hereinafter as a “Dispute(s)”. 11.4 All Disputes shall at the Companion Agreementsfirst instance be resolved through good faith negotiations, which negotiations shall begin promptly after a Party has delivered to the transactions contemplated hereby and therebyother Party a written request for such consultation. 11.5 If the Parties are unable to resolve the Dispute in question within thirty (30) days of the commencement of negotiations in terms of Clause 11.3, to then the negotiationDispute shall, execution or performance hereof or thereofunless the Parties otherwise agree in writing, or to be referred for determination in accordance with the inducement remaining provisions of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise, this Clause 11. 11.6 The Dispute shall be resolved only referred to arbitration in accordance with the provisions of the (Indian) Arbitration and Conciliation Act, 1996. 11.7 The venue for arbitration shall be New Delhi, India and the language used in the Court of Chancery arbitral proceedings shall be English. 11.8 The Parties shall continue to be performing their respective obligations under this Agreement, despite the continuance of the State arbitration proceedings, except for the disputed part under arbitration. 11.9 This Clause 11 is severable from the rest of Delaware and the federal courts of the United States of America located in the District of Delaware and the appellate courts having jurisdiction of appeals from such courts (the “Delaware Courts”). In that context, and without limiting the generality of the foregoing, each party irrevocably and unconditionally: (i) submits for itself and its property in any Action relating to this Agreement and the Companion Agreementsshall remain in effect even if this Agreement is terminated for any reason. 11.10 The Courts in New Delhi, or for recognition and enforcement of any judgment in respect thereof, to the India shall have exclusive jurisdiction of the Delaware Courtsin relation to this Agreement, including this Clause 11. 11.11 All fees and agrees that all claims in respect of any such Action costs pertaining to arbitration proceedings shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address borne as provided in Section 10.02; and (iv) agrees that nothing in this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of DelawareArbitral Award.

Governing Law and Dispute Resolution. (a) This Agreement and the Companion Agreements (and any claims, causes of action or disputes that may be based upon, arise non-contractual obligations arising out of or relate hereto or thereto, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) in connection with it shall in all respects be governed by, and construed in accordance with, with the Laws laws of the State of DelawareNew York, including all matters of construction, validity and performance, in each case without reference giving effect to any choice or conflict of Law law provisions or rules that might lead to would cause the application of the Laws laws of any jurisdiction other jurisdictionthan the State of New York (other than Section 5-1401 and 5-1402 of the New York General Obligations Law or any successor provision thereto). (b) Each of the parties hereto agrees thatAny claim, except to the extent set forth otherwise in the Companion Agreements, any claims, causes of action dispute or disputes that may be based upon, arise controversy arising out of or relate relating to this Agreement (including the breach, termination or the Companion Agreements, to the transactions contemplated hereby and thereby, to the negotiation, execution or performance hereof or invalidity thereof, or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common lawarising out of tort or contract) (each, statute or otherwise, a “Dispute”) shall be resolved only pursuant to this Section 14.3. The Parties shall attempt to resolve any Dispute promptly by negotiation between executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. A Party may give the other Party written notice (a “Dispute Notice”) of a Dispute which has not been resolved in the Court normal course of Chancery business. Such notice shall include: (iv) a statement of that Party’s position and a summary of arguments supporting such position and (v) the name and title of the State executive who will be representing that Party and of Delaware and any other person who will accompany the federal courts executive. Within ten (10) Business Days after delivery of the United States Dispute Notice, the receiving Party shall respond with (A) a statement of America located that Party’s position and a summary of arguments supporting such position and (B) the name and title of the executive who will represent that Party and of any other person who will accompany the executive. Within ten (10) Business Days (or as otherwise agreed) after delivery of the summary positions, executives of both Parties shall meet at a mutually acceptable time and place, and shall meet thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. All negotiations pursuant to this clause are to be deemed confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. In no event shall this Section 14.3(b) be construed to limit either Party’s right to take any action under this Agreement, including either Party’s rights under Article 13 and each Party shall be entitled to terminate such negotiations by written notification to the other Party at any time. Any Dispute not resolved within thirty (30) Days after receipt of the Dispute Notice shall be settled by arbitration in accordance with Section 14.3(c). (c) Disputes shall be administered by the District International Chamber of Delaware Commerce (“ICC”) and finally settled under the appellate courts having jurisdiction Rules of appeals from such courts Arbitration then in force (the “Delaware CourtsICC Rules”). In that contextaddition to the ICC Rules, in matters of document disclosure, and without limiting other matters of evidence, the generality arbitral tribunal shall be guided by the IBA Rules of Evidence. The place and seat of arbitration shall be Chicago. The tribunal shall consist of three (3) arbitrators. The language to be used in the ADR and the arbitration proceeding shall be English. Judgment on any award of the foregoingarbitrator may be entered in any court having jurisdiction thereof. In any arbitration, each party irrevocably either Party is permitted to introduce any arbitral award arising out of or related to the Project, and unconditionally:to argue that such award should have preclusive effect in an arbitration under this Section 14.3(c). In addition, any arbitral award resulting from an arbitration under this Section 14.3(c) is permitted to be used by parties in any other arbitration arising out of or related to the Project; and the Parties waive any confidentiality in respect of such award for that purpose. (id) submits for itself and Notwithstanding any Dispute, it shall be the responsibility of each Party to continue to perform its property obligations under this Agreement pending resolution of Disputes. Company shall, subject to its right to withhold or offset amounts pursuant to this Agreement, continue to pay Contractor undisputed amounts in any Action relating accordance with this Agreement and, except as provided in this Agreement, continue to perform all of its obligations under this Agreement. (e) The “contra proferentem” rule of construction shall not apply to this Agreement and as the Companion Agreements, or for recognition and enforcement of any judgment in respect thereof, Parties have had the opportunity to the exclusive jurisdiction of the Delaware Courts, and agrees that all claims in respect of any such Action shall be heard and determined in the Delaware Courts; (ii) consents that any such Action may and shall be brought in the Delaware Courts and waives any objection that it may now or hereafter have to the venue or jurisdiction of any such Action in the Delaware Courts or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such Action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 10.02; and (iv) agrees that nothing in take independent legal advice on this Agreement or the Companion Agreements shall affect the right to effect service of process in any other manner permitted by the Laws of the State of DelawareAgreement.