Common use of Governing Law and Settlement of Disputes Clause in Contracts

Governing Law and Settlement of Disputes. 14.1 This Agreement and any dispute arising therefrom shall be governed by internationally accepted general principles of law and by the terms of this Agreement, to the exclusion of any choice of law rules that would defer the agreement to the laws of any given jurisdiction. 14.2 The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of this Agreement or the breach, termination or invalidity thereof. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the Parties. Unless otherwise agreed by the Parties, the place of the conciliation procedure shall be the national capital city of the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out of this Agreement or the breach, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party of the other Party's request for such amicable settlement shall be referred by either Party to arbitration, which shall be conducted in accordance with the UNCITRAL Arbitration Rules then obtaining. The arbitration shall be conducted by an arbitration tribunal comprised of three arbitrators. Each Party shall appoint one arbitrator and the arbitrators so appointed shall select a third arbitrator who shall act as President of the arbitral tribunal. If, within sixty (60) calendar days as of the receipt of the notice of arbitration by the Party against which arbitration is commenced, or within sixty (60) calendar days as of the acceptance of the appointment as arbitrator by the arbitrators appointed by the Parties, as the case may be, one of the Parties fails to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint the third arbitrator. The Parties agree that the appointing authority shall be the Secretary-General of the Permanent Court of Arbitration at the Hague. The arbitration tribunal shall have no authority to award punitive damages. The arbitration tribunal shall decide by a majority of votes. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. The place of arbitration shall be outside the country where the Operation occurs.

Governing Law and Settlement of Disputes. 14.1 17.1 This Agreement shall be governed by, and construed in accordance with, the laws of Cyprus. 17.2 The Parties agree that in the event of any dispute disputes, differences, controversies and questions directly or indirectly arising therefrom at any time under, out of, in connection with or in relation to this Agreement (or the subject matter of this Agreement) including, without limitation, all disputes, differences, controversies and questions relating to the validity, interpretation, construction, performance and enforcement of any provision of this Agreement (“Dispute”), the Parties shall attempt to resolve the Dispute through good faith consultation and such consultation shall begin promptly after one Party has given to the other Parties a written request for such consultation. 17.3 In the event of such measures at consultation not resulting in a resolution of such Dispute, then within a period of thirty (30) days of the same being referred to consultation any Party may refer such Dispute to final and binding arbitration. Such arbitration shall be governed by internationally accepted general principles the rules of law the International Chamber of Commerce and by shall be held in London. All proceedings of such arbitration shall be in the terms English language. Each of this Agreement, to the exclusion Parties hereto acknowledges and agrees that the other Parties would be damaged irreparably in the event any of any choice of law rules that would defer the agreement to the laws of any given jurisdiction. 14.2 The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out provisions of this Agreement or the breach, termination or invalidity thereof. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place are not performed in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Conciliation Rules then obtainingtheir specific terms or otherwise are breached. Accordingly, or according to such other procedure as may be agreed between the Parties. Unless otherwise agreed by the Parties, the place each of the conciliation procedure Parties agree that the other Parties shall be the national capital city entitled to an injunction or injunctions to prevent breaches of the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out provisions of this Agreement or the breach, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party of the other Party's request for such amicable settlement shall be referred by either Party and to arbitration, which shall be conducted in accordance with the UNCITRAL Arbitration Rules then obtaining. The arbitration shall be conducted by an arbitration tribunal comprised of three arbitrators. Each Party shall appoint one arbitrator enforce specifically this Agreement and the arbitrators so appointed shall select a third arbitrator who shall act as President of the arbitral tribunal. Ifterms and provisions hereof, within sixty (60) calendar days as of the receipt of the notice of arbitration by the Party against in addition to any other remedy to which arbitration is commencedthey may be entitled, at equity or within sixty (60) calendar days as of the acceptance of the appointment as arbitrator by the arbitrators appointed by the Parties, as the case may be, one of the Parties fails to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint the third arbitrator. in law. 17.4 The Parties agree that the appointing authority arbitral panel shall comprise of a panel of three arbitrators, one arbitrator to be appointed by the Party or Parties referring the Dispute, one arbitrator to be appointed by the respondents named, and the third arbitrator to be appointed by the first two arbitrators, all in accordance with the rules of the International Chamber of Commerce. In the event that any appointments are not made as specified herein within 14 (fourteen) days of notification by either party of a Dispute, such appointments shall be made in accordance with the Secretary-General rules of the Permanent Court International Chamber of Commerce. 17.5 Arbitration at the Hagueawards rendered shall be final and binding and shall not be subject to any form of appeal. The arbitration tribunal losing Party(ies), as determined by the arbitrators, shall have no authority to award punitive damages. The arbitration tribunal shall decide pay all reasonable out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees) incurred by a majority of votes. The Parties shall be bound the prevailing Party(ies), as determined by the arbitrators, in connection with any arbitration award rendered as a result of such arbitration as Dispute unless the final adjudication of any such controversy, claim or dispute. The place of arbitration shall be outside the country where the Operation occursarbitrators direct otherwise.

Governing Law and Settlement of Disputes. 14.1 18.1 This Agreement and all disputes arising out of or related to this Agreement, or the performance, enforcement, breach or termination hereof, and any remedies relating thereto, shall be construed, governed, interpreted and applied in accordance with the laws of the State of Nevada, excluding conflict of laws principles that would apply the law of any other jurisdiction. 18.2 Initially, any dispute or claim arising therefrom out of or relating to this Agreement or the interpretation, breach, termination or validity hereof shall be governed resolved through good faith efforts in friendly consultation among the Parties. Such consultation shall begin immediately after one Party has delivered to the other Party a written request for such consultation. 18.3 If, within thirty (30) days following the date on which any such request is delivered, the dispute or claim cannot be resolved after consultation among the Parties, the same may be submitted to arbitration by internationally accepted general principles any one of law the Parties. 18.4 The arbitration shall be conducted in Las Vegas, Nevada in accordance with the rules of the American Arbitration Association ("AAA Rules") for the time being in force which rules are deemed to be incorporated by reference to this clause. However, if such Rules are in conflict with the provisions of this Section 18, including the provisions concerning the appointment of arbitrators, the provisions of this Section 18 shall prevail. 18.5 The arbitration tribunal shall consist of three (3) arbitrators. Licensor shall select one (1) arbitrator, and Licensee shall also select one (1) arbitrator, all in accordance with the AAA Rules. Within twenty (20) days after the appointment of the second such arbitrator, the two (2) appointed arbitrators shall select a third arbitrator to serve as chairman of the tribunal; provided, however, that in no event shall the presiding arbitrator be of the same nationality as Licensor or Licensee. If any arbitrator has not been appointed within the time limits specified herein the AAA shall make the appointment within ten (10) days of request therefrom by either Licensor or Licensee. 18.6 The language in which the arbitration shall be conducted will be English, and all writings, documents and evidentiary materials submitted by the Parties shall be submitted in English. The award of the arbitration tribunal shall be issued in writing in English 18.7 The award of the arbitration body shall be issued no later than sixty (60) days after the conclusion of the arbitration hearing or the final submission of evidence. 18.8 Notwithstanding anything contained in Section 18 to the contrary, each Party shall have the right to institute judicial proceedings in any court of competent jurisdiction against the other Party in order to enforce the instituting Party's Intellectual Property rights and other rights hereunder through specific performance, injunctions or similar equitable relief, or orders to preserve assets and evidence or other emergency relief. 18.9 During the period of any dispute and/or arbitration of such dispute, each Party may exercise all of its rights and shall perform all of its obligations hereunder in accordance with the terms of this Agreement, except for the sections which are the subject of the dispute. 18.10 The arbitrators may grant pre-award interest as part of any award. Amounts due under any arbitration award shall be paid as provided in the award, and interest on any unpaid amount shall accrue penalty interest calculated at a daily rate equal to the exclusion then-current interest rate published in the Wall Street Journal from the date on which such amount is due until the date on which such amount has been received by the payee. 18.11 Each Party irrevocably consents to the service of process, notices or other paper in connection with or in any way arising from the arbitration or the enforcement of any choice arbitral award, by use of law rules that would defer any of the agreement methods and to the laws addresses set forth for the giving of notices in Section 15. Nothing contained herein shall affect the right of any given jurisdictionParty to serve such processes, notices or other papers in any other manner permitted by applicable law. 14.2 18.12 The Parties award rendered in any arbitration commenced hereunder shall use their best efforts to settle amicably any dispute, controversy or claim arising out of this Agreement or the breach, termination or invalidity thereof. Where be final and binding upon the Parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Conciliation Rules then obtaining, or according to such other procedure as and judgment thereon may be agreed between the Parties. Unless otherwise agreed by the Parties, the place enforced in any court of the conciliation procedure shall be the national capital city of the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out of this Agreement or the breach, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party of the other Party's request for such amicable settlement shall be referred by either Party to arbitration, which shall be conducted in accordance with the UNCITRAL Arbitration Rules then obtainingcompetent jurisdiction. The arbitration shall award may be conducted by an arbitration tribunal comprised used as a basis for a writ of three arbitratorsexecution, judgment or other decree for execution and may be enforced in China or elsewhere in any court or other governing body having jurisdiction. Each The losing Party shall appoint one arbitrator pay all legal fees and the arbitrators so appointed shall select a third arbitrator who shall act as President of the arbitral tribunal. If, within sixty (60) calendar days as of the receipt of the notice of arbitration costs incurred by the Party against which arbitration is commenced, or within sixty (60) calendar days as of the acceptance of the appointment as arbitrator by the arbitrators appointed by the Parties, as the case may be, one of the Parties fails to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint in the third arbitrator. The Parties agree that the appointing authority shall be the Secretary-General of the Permanent Court of Arbitration at the Hague. The arbitration tribunal shall have no authority to award punitive damages. The arbitration tribunal shall decide by a majority of votes. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. The place of arbitration shall be outside the country where the Operation occursarbitration.

Governing Law and Settlement of Disputes. 14.1 (a) This Agreement and any dispute arising therefrom shall be governed by internationally accepted general principles of law and by the terms of this Agreement, to the exclusion of any choice of law rules that would defer the agreement to the laws of any given jurisdiction. 14.2 The Parties shall use their best efforts to settle amicably any dispute, controversy or claim all non-contractual obligations arising out of or in connection with this Agreement or the breach, termination or invalidity thereof. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation are governed by and shall take place be construed in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the Parties. Unless otherwise agreed by the Parties, the place laws of the conciliation procedure shall be the national capital city State of the country where the Operation occursIsrael. 14.3 (b) Any disputeclaim, controversy dispute or claim between the Parties difference of whatever nature arising under or in connection with this Agreement (including a claim, dispute or difference regarding its existence, termination or validity or any non contractual obligations arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, unless settled amicably Agreement) (a “Dispute”) shall be resolved in accordance with Article 14.2 above within sixty this Section 10.3. (60c) calendar days after receipt by one Party Any party may notify the other parties in writing of a Dispute (a “Dispute Notice”), whereupon the parties shall attempt to resolve the Dispute. (d) All Disputes that remain unresolved at least twenty (20) Business Days following the date of the other Party's request for such amicable settlement service of the Dispute Notice shall be referred by either Party to arbitrationupon the application of any party to, which shall be conducted and finally settled by, arbitration in accordance with the UNCITRAL London Court of International Arbitration (“LCIA”) Rules then obtaining(the “Rules”) as in force at the date of this Agreement and as modified by this Section 10.3, which Rules are deemed incorporated into this Section 10.3. The arbitration number of arbitrators shall be conducted three (3), one (1) of whom shall be nominated by an arbitration tribunal comprised the claimant(s), one (1) by the respondent(s) who shall be nominated within twenty (20) Business Days of three arbitrators. Each Party shall appoint one arbitrator the nomination of the claimant-nominated arbitrator, and the arbitrators so appointed shall select a third arbitrator of whom, who shall act as President presiding arbitrator, shall be nominated by the two (2) party nominated arbitrators, provided that if the third arbitrator has not been nominated within twenty (20) Business Days of the arbitral tribunal. If, within sixty (60) calendar days as nomination of the receipt of the notice of arbitration by the Party against which arbitration is commencedsecond party nominated arbitrator, or within sixty (60) calendar days as of the acceptance of the appointment as such third arbitrator by the arbitrators shall be appointed by the Parties, as the case may be, one of the Parties fails to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint the third arbitratorLCIA. The Parties agree that the appointing authority shall be the Secretary-General of the Permanent Court of Arbitration at the Hague. The arbitration tribunal shall have no authority to award punitive damages. The arbitration tribunal shall decide by a majority of votes. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. The place seat of arbitration shall be outside London, England and the country where language of arbitration shall be English. (e) The arbitrators shall have the Operation occurspower to grant any legal or equitable remedy or relief available under applicable law, including injunctive relief (whether interim or final) and specific performance and any measures ordered by the arbitrators may be enforced by any competent judicial authority. Notwithstanding any contrary provision in this Section 10.3(e) or in the Rules, the Parties agree that: (i) no party may have recourse to any competent judicial authority: (i) for determination by that competent judicial authority of any question of law arising in the course of the arbitration; or (ii) to appeal to that competent judicial authority any question of law arising out of any award made in the arbitration; and (ii) any party may otherwise apply to any competent judicial authority for interim or conservatory measures before the arbitral tribunal is appointed, and in appropriate circumstances even thereafter, provided that the application of a party to a judicial authority for such measures or for the implementation of any such measures ordered by an arbitral tribunal shall not be deemed to be an infringement or a waiver of this arbitration agreement and shall not affect the relevant powers reserved to the arbitral tribunal. (f) The parties agree that an arbitral tribunal appointed hereunder or under the Shareholders’ Agreement may exercise jurisdiction with respect to both this Agreement and the Shareholders’ Agreement. (g) The governing law of this arbitration agreement shall be the laws of the State of Israel.

Governing Law and Settlement of Disputes. 14.1 (a) This Agreement and any dispute arising therefrom shall will be governed by internationally accepted general principles and construed in accordance with the laws of law and by the terms State of this AgreementDelaware, to the exclusion of excluding any conflicts or choice of law rules rule or principle that would defer the agreement might otherwise refer construction or interpretation of this Agreement to the laws substantive law of any given another jurisdiction. 14.2 The Parties shall use their best efforts (b) Subject to settle amicably any Section 2.04, Any dispute, controversy or claim arising out of or relating to this Agreement Agreement, including any contractual, pre-contractual or non-contractual rights, obligations or liabilities and any question regarding the breachexistence, validity, interpretation, breach of termination or invalidity thereof. Where the Parties wish to seek such an amicable settlement hereof, shall be resolved through conciliation, the conciliation shall take place arbitration conducted at and in accordance with the United Nations Commission on rules and procedures of arbitration of the Hong Kong International Trade Law (UNCITRAL) Conciliation Rules then obtainingArbitration Center, or according to such other procedure as may be modified as agreed between the Parties. Unless otherwise agreed to by the Parties, the place of the conciliation procedure shall be the national capital city of the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out of this Agreement or the breach, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party of the other Party's request for such amicable settlement shall be referred by either Party to arbitration, which shall be conducted in accordance with the UNCITRAL Arbitration Rules then obtainingwriting. The arbitration shall be conducted heard by an arbitration tribunal comprised of three (3) arbitrators. Each Party shall appoint nominate one (1) arbitrator within five (5) Business Days after the dispute is submitted to arbitration and the two (2) Party-nominated arbitrators so appointed shall select the third arbitrator within five (5) days following the nomination of the second Party-nominated arbitrator. If either Party fails to nominate an arbitrator or the two (2) Party-nominated arbitrators fail to select a third arbitrator who arbitrator, in each case, the arbitrator(s) shall act as President be selected by the Hong Kong International Arbitration Center. Following selection of the arbitral tribunal. If, within sixty (60) calendar days as upon the request of the receipt of the notice of arbitration by the Party against which arbitration is commenced, or within sixty (60) calendar days as of the acceptance of the appointment as arbitrator by the arbitrators appointed by the Parties, as the case may be, one arbitral tribunal shall hear the Parties’ presentations within thirty (30) days of the Parties fails to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint the third arbitrator. The Parties agree that the appointing authority shall be the Secretary-General of the Permanent Court of Arbitration at the Haguesuch request. The arbitration proceedings shall be concluded within thirty (30) days after commencement of such proceedings. Within ten (10) Business Days of the conclusion of the arbitration proceedings, the arbitral tribunal shall have no authority present to award punitive damages. The arbitration tribunal the Parties a written decision regarding the dispute, which shall decide by a majority set forth the findings of votes. The Parties shall be bound by any arbitration award rendered as a result fact and conclusions of such arbitration as law relied upon in reaching the final adjudication of any such controversy, claim or disputedecision. The place of arbitration shall be outside Hong Kong. The language of the country where arbitration shall be English. Subject to Section 11.10(a), the Operation occursarbitral tribunal shall have the authority to determine questions and challenges to its own jurisdiction, including questions regarding the validity and scope of this Agreement. The decision of the arbitral tribunal shall be final and binding on the Parties and either Party may enter the decision of the arbitral tribunal for judgment in a court of competent jurisdiction. The existence of any arbitration commenced pursuant to this Section 11.10(b) shall be treated as Confidential Information of each Party for purposes of this Agreement and subject to the terms of Section 9.

Governing Law and Settlement of Disputes. 14.1 This Agreement and any dispute arising therefrom shall be governed by internationally accepted general principles of law and by the terms of this Agreement, to the exclusion of any choice of law rules that would defer the agreement to the laws of any given jurisdiction. 14.2 The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of this Agreement or the breach, termination or invalidity thereof. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the Parties. Unless otherwise agreed by the Parties, the place of the conciliation procedure shall be the national capital city of the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out of this Agreement or the breach, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party of the other Party's request for such amicable settlement shall be referred by either Party to arbitration, which shall be conducted in accordance with the UNCITRAL Arbitration Rules then obtaining. The arbitration shall be conducted by an arbitration tribunal comprised of three arbitrators. Each Party shall appoint one arbitrator and the arbitrators so appointed shall select a third arbitrator who shall act as President of the arbitral tribunal. If, within sixty (60) calendar days as of the receipt of the notice of arbitration by the Party against which arbitration is commenced, or within sixty (60) calendar days as of the acceptance of the appointment as arbitrator by the arbitrators appointed by the Parties, as the case may be, one of the Parties fails to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint the third arbitrator. The Parties agree that the appointing authority shall be the Secretary-General Secretary−General of the Permanent Court of Arbitration at the Hague. The arbitration tribunal shall have no authority to award punitive damages. The arbitration tribunal shall decide by a majority of votes. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. The place of arbitration shall be outside the country where the Operation occurs.

Governing Law and Settlement of Disputes. 14.1 18.1 This Agreement and any dispute arising therefrom shall be governed by internationally accepted general principles and shall be construed in accordance with Slovak law. 18.2 The Parties agree that if any claim, dispute or difference of law and by the terms whatever nature arises under or in connection with this Agreement (including a claim, dispute or difference regarding its existence, termination or validity or any non-contractual obligations arising out of or in connection with this Agreement) (a “Dispute”), to the exclusion of any choice of law rules that would defer the agreement to the laws of any given jurisdiction. 14.2 The Parties shall use their best efforts all reasonable endeavours to settle amicably resolve the matter amicably. If one Party gives the others written notice (a “Dispute Notice”) that a Dispute has arisen, the Parties shall attempt to resolve the Dispute during the period of twenty (20) Business Days following the date of service of the Dispute Notice (the “Resolution Period”), failing which any dispute, controversy or claim arising out of Party shall be entitled to resort to arbitration under this Agreement or in respect of the breachDispute against any other Party at the expiry of the Resolution Period. 18.3 All Disputes which are unresolved pursuant to Clause 18.2 and which a Party wishes to have resolved shall be referred upon the application of any Party to, termination or invalidity thereof. Where the Parties wish to seek such an amicable settlement through conciliationand finally settled by, the conciliation shall take place arbitration in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the Parties. Unless otherwise agreed by the Parties, the place of Arbitration of the conciliation procedure shall be International Chamber of Commerce (“ICC”) (the national capital city of “Rules”) as in force at the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out date of this Agreement or the breachand as modified by this clause, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party of the other Party's request for such amicable settlement which Rules shall be referred by either Party to arbitration, which deemed incorporated into this clause. The number of arbitrators shall be conducted in accordance with the UNCITRAL Arbitration Rules then obtaining. The arbitration three, one of whom shall be conducted nominated by an arbitration tribunal comprised of three arbitrators. Each Party shall appoint the claimant(s), one arbitrator by the respondent(s) and the arbitrators so appointed shall select a third arbitrator of whom, who shall act as President president, shall be nominated by the two party-nominated arbitrators, provided that if the third arbitrator has not been nominated within thirty days of the arbitral tribunal. If, within sixty (60) calendar days as nomination of the receipt of the notice of arbitration by the Party against which arbitration is commencedsecond party-nominated arbitrator, or within sixty (60) calendar days as of the acceptance of the appointment as such third arbitrator by the arbitrators shall be appointed by the Parties, as the case may be, one of the Parties fails to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint the third arbitratorICC Court. The Parties agree that the appointing authority shall be the Secretary-General of the Permanent Court of Arbitration at the Hague. The arbitration tribunal shall have no authority to award punitive damages. The arbitration tribunal shall decide by a majority of votes. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. The place seat of arbitration shall be outside London, England and the country where language of arbitration shall be English. Sections 45 and 69 of the Operation occursEnglish Arbitration Xxx 0000 shall not apply. 18.4 The arbitrators shall have the power to grant any legal or equitable remedy or relief available under law, including injunctive relief (whether interim and/or final) and specific performance and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. Each Party retains the right to seek interim or provisional measures, including injunctive relief and including pre-arbitral attachments or injunctions, from any court of competent jurisdiction and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. For the avoidance of doubt, this Clause is not intended to limit the powers of the court exercisable in support of arbitration proceedings pursuant to s. 44 of the English Arbitration Xxx 0000.

Governing Law and Settlement of Disputes. 14.1 (a) This Agreement and any dispute non-contractual obligations arising therefrom out of or in connection with this Agreement shall be governed by internationally accepted general principles of law by, and by interpreted in accordance with, English law, and the terms of this Agreement, parties agree to submit to the exclusion application of any choice of law rules that would defer the agreement to the laws of any given jurisdictionEnglish law. 14.2 (b) The Parties shall use their best efforts to settle amicably parties agree that any disputeclaim, controversy dispute or claim difference of whatever nature arising under, out of or in connection with this Agreement (including a claim, dispute or difference regarding its existence, termination or validity or any non-contractual obligations arising out of or in connection with this Agreement or the breachAgreement), termination or invalidity thereof. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the Parties. Unless otherwise agreed by the Parties, the place of the conciliation procedure shall be the national capital city of the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out of this Agreement or the breach, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party of the other Party's request for such amicable settlement shall be referred to and finally settled by either Party to arbitration, which shall be conducted arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining(the “Rules”) as in force at the date of this Agreement and as modified by this clause, which Rules shall be deemed incorporated into this clause. The appointing authority shall be the LCIA Court. (c) The seat and place of arbitration shall be London, England. The language to be used in the arbitration shall be English. The arbitration agreement shall be conducted by an arbitration governed by, and construed in accordance with, English law. The tribunal comprised shall consist of three arbitrators. Each Party party shall appoint be entitled to nominate one arbitrator arbitrator, and the arbitrators so appointed shall select a third arbitrator arbitrator, who shall act as President presiding arbitrator, shall be nominated by the two party-nominated arbitrators provided that if the third arbitrator has not been nominated within thirty-five days of the arbitral tribunal. If, within sixty (60) calendar days as nomination of the receipt of the notice of arbitration by the Party against which arbitration is commencedsecond party-nominated arbitrator, or within sixty (60) calendar days as of the acceptance of the appointment as such third arbitrator by the arbitrators shall be appointed by the PartiesLCIA Court. The parties may nominate and the LCIA Court may appoint arbitrators from among the nationals of any country, as whether or not a Party is a national of that country. (d) For the case may beavoidance of doubt, one it is clarified that Sections 45 and 69 of the Parties fails Arbitration Xxx 0000 shall not apply. (e) The parties hereby waive any rights under the Arbitration Xxx 0000 or otherwise to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint the third arbitrator. The Parties agree that the appointing authority shall be the Secretary-General of the Permanent Court of Arbitration at the Hague. The arbitration tribunal shall have no authority to award punitive damages. The arbitration tribunal shall decide by a majority of votes. The Parties shall be bound by appeal any arbitration award rendered as to, or seek a result determination of such arbitration as a preliminary point of law by, the final adjudication courts of any such controversy, claim or disputeEngland. The place arbitral tribunal shall not be authorised to grant, and each party agrees that it will not seek from any judicial authority, any interim measures or pre-award relief against the other, any provision of UNCITRAL Arbitration Rules notwithstanding. (f) Each party agrees that any arbitration under this Clause 4.04 (Governing Law and Settlement of Disputes) shall be outside confidential to the country where parties and the Operation occursarbitrators and that each party shall therefore keep confidential, without limitation, the fact that the arbitration has taken place or is taking place, all non-public documents produced by any other Party for the purposes of the arbitration, all awards in the arbitration and all other non-public information provided to it in relation to the arbitral proceedings, including hearings.

Governing Law and Settlement of Disputes. 14.1 This Agreement and any dispute arising therefrom (a) These Terms shall be governed by internationally accepted general principles of law and by the terms of this Agreement, to the exclusion of any choice of law rules that would defer the agreement to the laws of any given jurisdiction. 14.2 The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of this Agreement or the breach, termination or invalidity thereof. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place construed in accordance with the United Nations Commission on International Trade Law law of the Republic of Cyprus. (UNCITRALb) Conciliation Rules then obtainingSubject to paragraph “e” of this Section 15, all disputes and controversies arising out of, or according to such other procedure as may be agreed between in connection with, these Terms or any Transaction contemplated hereunder (including a dispute regarding the Parties. Unless otherwise agreed by the Partiesexistence, the place of the conciliation procedure shall be the national capital city of the country where the Operation occurs. 14.3 Any dispute, controversy validity or claim between the Parties arising out of this Agreement termination thereof or the breachconsequences of their nullity) (a “Dispute”), termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party of the other Party's request for such amicable settlement shall be referred to and finally resolved by either Party to arbitration, which shall be conducted arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining. of the London Court of International Arbitration (the “Rules”) of the London Court of International Arbitration (the “LCIA”) as in force and effect on the date hereof which are deemed to be incorporated by reference into these Terms. (c) The arbitration arbitral tribunal shall be conducted by an arbitration tribunal comprised consist of three arbitrators. Each Party The claimant(s), irrespective of number, shall appoint nominate jointly one arbitrator arbitrator; the respondent(s), irrespective of number, shall nominate jointly the second arbitrator; and the arbitrators so appointed shall select a third arbitrator arbitrator, who shall act serve as President Chairman, shall be appointed by the LCIA (as defined in the Rules of the arbitral tribunal. If, LCIA) within sixty (60) calendar 15 days as of the receipt of the notice of arbitration by the Party against which arbitration is commenced, or within sixty (60) calendar days as of the acceptance of the appointment as arbitrator by the arbitrators appointed by the Parties, as the case may be, one of the Parties fails to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third second arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint the third arbitrator. . (d) The Parties agree that the appointing authority shall be the Secretary-General of the Permanent Court of Arbitration at the Hague. The arbitration tribunal shall have no authority to award punitive damages. The arbitration tribunal shall decide by a majority of votes. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. The place seat of arbitration shall be outside London, England and the country where language of the Operation occursarbitration shall be English. (e) Where Party B has commenced arbitration and before an arbitrator has been appointed to determine a Dispute, Party A may by notice in writing to Party B require that that specific Dispute be heard by a court of law. If Party A gives such notice, the Dispute to which such notice refers shall be determined in accordance with paragraph “g” of this Section 15. (g) Each Party irrevocably agrees, for the sole benefit of Party A that, subject as provided below, the courts of Cyprus shall have exclusive jurisdiction over any Dispute in respect of which Party A has given notice pursuant to paragraph “e” of this Section 15. Party B agrees that the courts of Cyprus are the most appropriate and convenient courts to determine and settle the Disputes pursuant to this paragraph and accordingly Party B shall not raise any arguments based on forum non conveniens. Nothing in this paragraph shall limit the right of Party A to take proceedings against Party B in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

Governing Law and Settlement of Disputes. 14.1 11.1 This Agreement and any dispute non-contractual obligations arising therefrom out of or in connection with this Agreement shall be governed by internationally accepted general principles of law by, and by interpreted in accordance with, English law, and the terms of this Agreement, Parties agree to submit to the exclusion application of any choice of law rules that would defer the agreement to the laws of any given jurisdictionEnglish law. 14.2 11.2 The Parties shall use their best efforts to settle amicably agree that any disputeclaim, controversy dispute or claim difference of whatever nature arising under, out of or in connection with this Agreement (including a claim, dispute or difference regarding its existence, termination or validity or any non-contractual obligations arising out of or in connection with this Agreement or the breachAgreement), termination or invalidity thereof. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the Parties. Unless otherwise agreed by the Parties, the place of the conciliation procedure shall be the national capital city of the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out of this Agreement or the breach, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party of the other Party's request for such amicable settlement shall be referred to and finally settled by either Party to arbitration, which shall be conducted arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining(the “Rules”) as in force at the date of this Agreement and as modified by this clause, which Rules shall be deemed incorporated into this clause. The appointing authority shall be the LCIA Court. 11.3 The seat and place of arbitration shall be London, England. The language to be used in the arbitration shall be English. The arbitration agreement shall be conducted by an arbitration governed by, and construed in accordance with, English law. The tribunal comprised shall consist of three arbitrators. Each Party shall appoint one arbitrator The Original Shareholders as a group and the arbitrators so appointed Subscribers as a group shall select a third arbitrator who shall act as President (with the consent in writing of the arbitral tribunal. If, within sixty (60) calendar days as of the receipt of the notice of arbitration by the Party against which arbitration is commenced, or within sixty (60) calendar days as of the acceptance of the appointment as arbitrator by the arbitrators appointed by the PartiesSubscribers or, as the case may be, one their respective Permitted Affiliate Transferees as defined in the Shareholders’ Agreement) holding not less than 75% of the Parties fails Preferred Class A Shares in issue and outstanding from time to appoint an time) each be entitled to nominate one arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of each, and the third arbitrator, who shall act as presiding arbitrator, shall be nominated by the case may be, either two Party-nominated arbitrators provided that if the third arbitrator has not been nominated within thirty-five days of the Parties may request nomination of the appointing authority to appoint an second Party-nominated arbitrator, such third arbitrator for shall be appointed by the other Party or appoint the third arbitratorLCIA Court. The Parties agree may nominate and the LCIA Court may appoint arbitrators from among the nationals of any country, whether or not a Party is a national of that country. 11.4 For the appointing authority shall be the Secretary-General avoidance of doubt, it is clarified that Sections 45 and 69 of the Permanent Court of Arbitration at the Hague. The arbitration tribunal Xxx 0000 shall have no authority to award punitive damages. The arbitration tribunal shall decide by a majority of votes. not apply. 11.5 The Parties shall be bound by hereby waive any rights under the Arbitration Xxx 0000 or otherwise to appeal any arbitration award rendered as to, or seek a result determination of such arbitration as a preliminary point of law by, the final adjudication courts of any such controversy, claim or disputeEngland. The place arbitral tribunal shall not be authorised to grant, and each of the Company, the Original Shareholders and the Subscribers (except for EBRD) agrees that it will not seek from any judicial authority, any interim measures or pre-award relief against EBRD, any provision of UNCITRAL Arbitration Rules notwithstanding. 11.6 Each Party agrees that any arbitration under this Clause 11 (Governing Law and Settlement of Disputes) shall be outside confidential to the country where Parties and the Operation occursarbitrators and that each Party shall therefore keep confidential, without limitation, the fact that the arbitration has taken place or is taking place, all non-public documents produced by any other Party for the purposes of the arbitration, all awards in the arbitration and all other non-public information provided to it in relation to the arbitral proceedings, including hearings, save to the extent that disclosure may be requested by an Authority or required of it by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

Governing Law and Settlement of Disputes. 14.1 46.1 This Agreement Agreement, including the arbitration agreement at Clauses 46.3 and 46.4 and any dispute non-contractual obligations arising therefrom shall be governed by internationally accepted general principles out of law and by the terms of or in connection with this Agreement, to the exclusion of any choice of law rules that would defer the agreement to the laws of any given jurisdictionis governed by and shall be construed in accordance with English law. 14.2 46.2 The Parties shall use their best efforts to settle amicably agree that if any disputeclaim, controversy dispute or claim difference of whatever nature arises under or in connection with this Agreement or any other Transaction Document (including a claim, dispute or difference regarding its existence, termination or validity or any non-contractual obligations arising out of or in connection with this Agreement or any other Transaction Document, but excluding a failure to agree on a matter to which Clause 17 (Deadlock) applies) (a “Dispute”), the breachprovisions of this Clause 46 shall apply. Any Party may notify the other Parties in writing of a Dispute (a “Dispute Notice”), termination or invalidity thereof. Where whereupon the Parties wish shall attempt to seek resolve the Dispute. If a full and final binding written agreement (a “Settlement”) in settlement of any elements of the Dispute has not been entered into during the period of 20 Business Days following the date of service of the Dispute Notice (the “Resolution Period”), those elements of the Dispute shall be referred to the respective chairman or chief executive officers of each Party on the first Business Day following expiry of the Resolution Period (the “Referral Date”), who shall attempt to resolve them during the period of 20 Business Days following the Referral Date (the “Referral Period”). If a Settlement has not been entered into in respect of any such an amicable settlement through conciliationelements of the Dispute during the Referral Period, any Party shall be entitled to resort to arbitration under this Agreement in respect of those elements of the conciliation Dispute against any other Party. 46.3 All Disputes which are unresolved pursuant to Clause 46.2 and which a Party wishes to have resolved shall take place be referred upon the application of any Party to, and finally settled by, arbitration in accordance with the United Nations Commission on London Court of International Trade Law Arbitration (UNCITRAL“LCIA”) Conciliation Rules then obtaining, or according to such other procedure (the “Rules”) as may be agreed between in force at the Parties. Unless otherwise agreed by the Parties, the place of the conciliation procedure shall be the national capital city of the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out date of this Agreement or the breachand as modified by this Clause, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party which Rules are deemed incorporated into this Clause. The number of the other Party's request for such amicable settlement arbitrators shall be referred by either Party to arbitrationthree, which one of whom shall be conducted in accordance with nominated by the UNCITRAL Arbitration Rules then obtaining. The arbitration shall be conducted claimant(s), one by an arbitration tribunal comprised of three arbitrators. Each Party shall appoint one arbitrator the respondent(s) and the arbitrators so appointed shall select a third arbitrator of whom, who shall act as President chairman, shall be nominated by the two party-nominated arbitrators, provided that if the third arbitrator has not been nominated within 20 Business Days of the arbitral tribunal. If, within sixty (60) calendar days as nomination of the receipt of second party-nominated arbitrator, such third arbitrator shall be appointed by the notice LCIA Court. The seat of arbitration by shall be London, England and the Party against which language of arbitration is commencedshall be English. 46.4 The arbitrators shall have the power to grant any legal or equitable remedy or relief available under the applicable law, or within sixty including injunctive relief (60whether interim and/or final) calendar days as of the acceptance of the appointment as arbitrator and specific performance and any measures ordered by the arbitrators appointed may be specifically enforced by the Parties, as the case may be, one any court of the Parties fails to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint the third arbitratorcompetent jurisdiction. The Parties agree that any Party may have recourse to any court of competent jurisdiction to seek interim or provisional measures, including during the appointing authority Resolution Period and/or the Referral Period in accordance with Clause 46.2, and including injunctive relief and pre-arbitral attachments or injunctions and any such request shall not be deemed incompatible with the Secretary-General agreement to arbitrate or a waiver of the Permanent Court of Arbitration at the Hague. The arbitration tribunal shall have no authority right to award punitive damages. The arbitration tribunal shall decide by a majority of votesarbitrate. The Parties shall be bound agree that no Party may have recourse to any court of competent jurisdiction: (i) for determination by any arbitration award rendered as a result of such arbitration as the final adjudication that court of any such controversy, claim question of law arising in the course of the arbitration; or dispute. The place (ii) to appeal to that court on any question of arbitration shall be outside law arising out of any award made in the country where the Operation occursarbitration.

Governing Law and Settlement of Disputes. 14.1 35.1 This Agreement Agreement, including the arbitration clauses at Clauses 35.3 and 35.4 and any dispute non‑contractual obligations arising therefrom shall be governed by internationally accepted general principles out of law and by the terms of or in connection with this Agreement, to the exclusion of any choice of law rules that would defer the agreement to the laws of any given jurisdictionis governed by and shall be construed in accordance with English law. 14.2 35.2 The Parties shall use their best efforts to settle amicably agree that if any disputeclaim, controversy dispute or claim difference of whatever nature arises under or in connection with this Agreement or any other Transaction Document (including a claim, dispute or difference regarding its existence, termination or validity or any non‑contractual obligations arising out of or in connection with this Agreement or any other Transaction Document) (a “Dispute”), the breachprovisions of this Clause 35 shall apply. A Party may notify the other Party in writing of a Dispute (a “Dispute Notice”), termination or invalidity thereof. Where whereupon the Parties wish shall attempt to seek such an amicable resolve the Dispute. If a full and final binding written agreement (a “Settlement”) in settlement through conciliationof any elements of the Dispute has not been entered into during the period of twenty (20) Business Days following the date of service of the Dispute Notice (the “Resolution Period”), a Party shall be entitled to resort to arbitration under this Agreement in respect of those elements of the conciliation Dispute against the other Party. 35.3 All Disputes which are unresolved pursuant to Clause 35.2 and which a Party wishes to have resolved shall take place be referred upon the application of the Party to, and finally settled by, arbitration in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Conciliation LCIA Rules then obtaining, or according to such other procedure as may be agreed between in force at the Parties. Unless otherwise agreed by the Parties, the place of the conciliation procedure shall be the national capital city of the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out date of this Agreement or the breachand as modified by this Clause, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt which Rules are deemed incorporated by one Party reference into this Clause. The number of the other Party's request for such amicable settlement arbitrators shall be referred by either Party to arbitrationthree (3), which one of whom shall be conducted in accordance with nominated by the UNCITRAL Arbitration Rules then obtaining. The arbitration shall be conducted Claimant, one by an arbitration tribunal comprised of three arbitrators. Each Party shall appoint one arbitrator the Respondent and the arbitrators so appointed shall select a third arbitrator third, who shall act as President Chairman, shall be nominated by the two party nominated arbitrators, provided that if the third arbitrator has not been nominated within twenty (20) Business Days of the arbitral tribunal. If, within sixty (60) calendar days as nomination of the receipt of second party nominated arbitrator, such third arbitrator shall be appointed by the notice LCIA. The seat of arbitration by shall be London, England and the Party against which language of arbitration is commencedshall be English. 35.4 The arbitrators shall have the power to grant any legal or equitable remedy or relief available under the applicable law, or within sixty including injunctive relief (60whether interim and/or final) calendar days as of the acceptance of the appointment as arbitrator and specific performance and any measures ordered by the arbitrators appointed may be specifically enforced by the Parties, as the case may be, one any court of the Parties fails to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint the third arbitratorcompetent jurisdiction. The Parties agree that a Party may have recourse to any court of competent jurisdiction to seek interim or provisional measures pending the appointing authority determination of any Dispute by arbitration, including injunctive relief and prearbitral attachments or injunctions and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. Notwithstanding any contrary provision of the LCIA Rules, the Parties agree that no Party may have recourse to any court of competent jurisdiction: (i) for final determination by that court of any substantive issue or question of law arising in the course of the arbitration, or (ii) to appeal any question of law arising out of any award made in the arbitration. 35.5 Notwithstanding anything to the contrary contained in this Agreement, each Party: (i) agrees that it will not bring or support any person in any claims or causes of action, or dispute of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Sources (which defined term for the purposes of this provision shall include any Financing Source and its respective affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by any financing commitment letters (“Financing Letters”)) in any way relating to this Agreement or any of the transactions contemplated herein, including any dispute arising out of or relating in any way to the Financing Letters or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Financing Letters, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Sources in any way relating to the Financing Letters or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the Secretary-General internal laws of the Permanent Court State of Arbitration New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (iii) hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (A) the Seller and its affiliates shall not have any rights or claims against the Financing Sources relating to this Agreement or any of the transactions contemplated herein, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any Dispute arising out of or relating in any way to the Financing Letters or the performance thereof or the financings contemplated thereby, whether at the Hague. The arbitration tribunal law or equity, in contract, in tort or otherwise and (B) no Financing Source shall have no authority any liability (whether in contract, in tort or otherwise) to award punitive damages. The arbitration tribunal shall decide by a majority of votes. The Parties shall be bound by the Seller or its affiliates for any arbitration award rendered as a result of such arbitration as the final adjudication obligations or liabilities of any such controversyParty under this Agreement or for any claim based on, claim in respect of, or dispute. The place by reason of, the transactions contemplated hereby and thereby or in respect of arbitration shall be outside any oral representations made or alleged to have been made in connection herewith or therewith, including any Dispute arising out of or relating in any way to the country where Financing Letters or the Operation occursperformance thereof or the financings contemplated thereby, whether at law or equity, in contract, in tort or otherwise.

Governing Law and Settlement of Disputes. 14.1 18.1 This Agreement and any dispute arising therefrom shall be governed by internationally accepted general principles and shall be construed in accordance with Slovak law. 18.2 The Parties agree that if any claim, dispute or difference of law and by the terms whatever nature arises under or in connection with this Agreement (including a claim, dispute or difference regarding its existence, termination or validity or any non-contractual obligations arising out of or in connection with this Agreement) (a “Dispute”), to the exclusion of any choice of law rules that would defer the agreement to the laws of any given jurisdiction. 14.2 The Parties shall use their best efforts all reasonable endeavours to settle amicably resolve the matter amicably. If one Party gives the others written notice (a “Dispute Notice”) that a Dispute has arisen, the Parties shall attempt to resolve the Dispute during the period of twenty (20) Business Days following the date of service of the Dispute Notice (the “Resolution Period”), failing which any dispute, controversy or claim arising out of Party shall be entitled to resort to arbitration under this Agreement or in respect of the breachDispute against any other Party at the expiry of the Resolution Period. 18.3 All Disputes which are unresolved pursuant to Clause 18.2 and which a Party wishes to have resolved shall be referred upon the application of any Party to, termination or invalidity thereof. Where the Parties wish to seek such an amicable settlement through conciliationand finally settled by, the conciliation shall take place arbitration in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the Parties. Unless otherwise agreed by the Parties, the place of Arbitration of the conciliation procedure shall be International Chamber of Commerce (“ICC”) (the national capital city of “Rules”) as in force at the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out date of this Agreement or the breachand as modified by this clause, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party of the other Party's request for such amicable settlement which Rules shall be referred by either Party to arbitration, which deemed incorporated into this clause. The number of arbitrators shall be conducted in accordance with the UNCITRAL Arbitration Rules then obtaining. The arbitration three, one of whom shall be conducted nominated by an arbitration tribunal comprised of three arbitrators. Each Party shall appoint the claimant(s), one arbitrator by the respondent(s) and the arbitrators so appointed shall select a third arbitrator of whom, who shall act as President president, shall be nominated by the two party-nominated arbitrators, provided that if the third arbitrator has not been nominated within thirty days of the arbitral tribunal. If, within sixty (60) calendar days as nomination of the receipt of the notice of arbitration by the Party against which arbitration is commencedsecond party-nominated arbitrator, or within sixty (60) calendar days as of the acceptance of the appointment as such third arbitrator by the arbitrators shall be appointed by the Parties, as the case may be, one of the Parties fails to appoint an arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of the third arbitrator, as the case may be, either of the Parties may request the appointing authority to appoint an arbitrator for the other Party or appoint the third arbitratorICC Court. The Parties agree that the appointing authority shall be the Secretary-General of the Permanent Court of Arbitration at the Hague. The arbitration tribunal shall have no authority to award punitive damages. The arbitration tribunal shall decide by a majority of votes. The Parties shall be bound by any arbitration award rendered as a result of such arbitration as the final adjudication of any such controversy, claim or dispute. The place seat of arbitration shall be outside London, England and the country where language of arbitration shall be English. Sections 45 and 69 of the Operation occursEnglish Arbitration Act 1996 shall not apply. 18.4 The arbitrators shall have the power to grant any legal or equitable remedy or relief available under law, including injunctive relief (whether interim and/or final) and specific performance and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. Each Party retains the right to seek interim or provisional measures, including injunctive relief and including pre-arbitral attachments or injunctions, from any court of competent jurisdiction and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. For the avoidance of doubt, this Xxxxxx is not intended to limit the powers of the court exercisable in support of arbitration proceedings pursuant to s. 44 of the English Arbitration Act 1996.

Governing Law and Settlement of Disputes. 14.1 11.1 This Agreement and any dispute non-contractual obligations arising therefrom out of or in connection with this Agreement shall be governed by internationally accepted general principles of law by, and by interpreted in accordance with, English law, and the terms of this Agreement, Parties agree to submit to the exclusion application of any choice of law rules that would defer the agreement to the laws of any given jurisdictionEnglish law. 14.2 11.2 The Parties shall use their best efforts to settle amicably agree that any disputeclaim, controversy dispute or claim difference of whatever nature arising under, out of or in connection with this Agreement (including a claim, dispute or difference regarding its existence, termination or validity or any non-contractual obligations arising out of or in connection with this Agreement or the breachAgreement), termination or invalidity thereof. Where the Parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the United Nations Commission on International Trade Law (UNCITRAL) Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the Parties. Unless otherwise agreed by the Parties, the place of the conciliation procedure shall be the national capital city of the country where the Operation occurs. 14.3 Any dispute, controversy or claim between the Parties arising out of this Agreement or the breach, termination or invalidity thereof, unless settled amicably in accordance with Article 14.2 above within sixty (60) calendar days after receipt by one Party of the other Party's request for such amicable settlement shall be referred to and finally settled by either Party to arbitration, which shall be conducted arbitration in accordance with the UNCITRAL Arbitration Rules then obtaining(the “Rules”) as in force at the date of this Agreement and as modified by this clause, which Rules shall be deemed incorporated into this clause. The appointing authority shall be the LCIA Court. 11.3 The seat and place of arbitration shall be London, England. The language to be used in the arbitration shall be English. The arbitration agreement shall be conducted by an arbitration governed by, and construed in accordance with, English law. The tribunal comprised shall consist of three arbitrators. Each Party shall appoint one arbitrator The Original Shareholders as a group and the arbitrators so appointed Subscribers as a group shall select a third arbitrator who shall act as President (with the consent in writing of the arbitral tribunal. If, within sixty (60) calendar days as of the receipt of the notice of arbitration by the Party against which arbitration is commenced, or within sixty (60) calendar days as of the acceptance of the appointment as arbitrator by the arbitrators appointed by the PartiesSubscribers or, as the case may be, one their respective Permitted Affiliate Transferees as defined in the Shareholders’ Agreement) holding not less than 75% of the Parties fails Preferred Class A Shares in issue and outstanding from time to appoint an time) each be entitled to nominate one arbitrator or the arbitrators appointed by the Parties fail to reach an agreement on the identity of each, and the third arbitrator, who shall act as presiding arbitrator, shall be nominated by the case may be, either two Party-nominated arbitrators provided that if the third arbitrator has not been nominated within thirty-five days of the Parties may request nomination of the appointing authority to appoint an second Party-nominated arbitrator, such third arbitrator for shall be appointed by the other Party or appoint the third arbitratorLCIA Court. The Parties agree may nominate and the LCIA Court may appoint arbitrators from among the nationals of any country, whether or not a Party is a national of that country. 11.4 For the appointing authority shall be the Secretary-General avoidance of doubt, it is clarified that Sections 45 and 69 of the Permanent Court of Arbitration at the Hague. The arbitration tribunal shall have no authority to award punitive damages. The arbitration tribunal shall decide by a majority of votes. Acx 0000 xhall not apply. 11.5 The Parties shall be bound by hereby waive any rights under the Arbitration Acx 0000 xr otherwise to appeal any arbitration award rendered as to, or seek a result determination of such arbitration as a preliminary point of law by, the final adjudication courts of any such controversy, claim or disputeEngland. The place arbitral tribunal shall not be authorised to grant, and each of the Company, the Original Shareholders and the Subscribers (except for EBRD) agrees that it will not seek from any judicial authority, any interim measures or pre-award relief against EBRD, any provision of UNCITRAL Arbitration Rules notwithstanding. 11.6 Each Party agrees that any arbitration under this Clause 11 (Governing Law and Settlement of Disputes) shall be outside confidential to the country where Parties and the Operation occursarbitrators and that each Party shall therefore keep confidential, without limitation, the fact that the arbitration has taken place or is taking place, all non-public documents produced by any other Party for the purposes of the arbitration, all awards in the arbitration and all other non-public information provided to it in relation to the arbitral proceedings, including hearings, save to the extent that disclosure may be requested by an Authority or required of it by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.