Common use of Governing Law; Arbitration; Jurisdiction Clause in Contracts

Governing Law; Arbitration; Jurisdiction. This Agreement and all disputes arising out of or related to this Agreement, whether in contract, tort or otherwise (each, an “Agreement Dispute”), will be governed by and construed in accordance with, the laws of the State of Delaware, without regard to any applicable principles of conflicts of law that might require the application of the laws of any other jurisdiction. Any Agreement Dispute shall be resolved by binding arbitration in Chicago, Illinois, before one arbitrator independent of the parties (each, an “Arbitration Proceeding”). Such arbitrator shall be selected in accordance with, and the Arbitration Proceeding shall be administered by JAMS pursuant to, the JAMS Comprehensive Arbitration Rules and Procedures excluding its optional Arbitration Appeal procedures. Any arbitrator designated pursuant to this Section 5(d) shall be a lawyer experienced in commercial and business affairs. All Arbitration Proceedings will be closed to the public and kept confidential, except to the extent necessary to (i) seek an injunction in aid of arbitration, (ii) obtain court confirmation of the judgment of the arbitrator, or (iii) give effect to res judicata and collateral estoppel, in which case, all filings with any court shall be sealed to the extent permissible by the court. Nothing in this Section 5(d) is intended to, or shall, preclude a party to an Arbitration Proceeding from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers, or from making such other disclosures as may be required by any applicable law. To the maximum extent permitted by applicable law, the decision of the arbitrator shall be final and binding and not be subject to appeal. If any party to an Arbitration Proceeding fails to abide by a judgment rendered in such Arbitration Proceeding, the other party may seek to enforce such judgment in any court of competent jurisdiction. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY AGREEMENT DISPUTE. Notwithstanding anything contained in this Agreement to the contrary, no party shall have the right to institute any proceedings in any court against the other party or any person acting by, through or under such other party to adjudicate an Agreement Dispute, except that any party shall be permitted to seek an injunction in aid of arbitration with respect to an Agreement Proceeding, and any such injunction proceeding shall be sought and determined exclusively in any Delaware state or federal court.

Governing Law; Arbitration; Jurisdiction. This Agreement and all disputes any dispute or controversy arising out of or related relating to this Agreement, whether in contract, tort or otherwise Agreement (each, an a “Agreement Dispute”), will ) shall be governed by and construed in accordance with, with the laws of the State of Delaware, without regard to any applicable principles of conflicts the conflict of law that might require principles thereof. Any and all Disputes (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 6(d)) shall be governed by this Section 6(d). A party must, in the application first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed description of the laws matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within the Resolution Period; provided, that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of any other jurisdictionsuch Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing AAA Procedures of the AAA. Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement Dispute are in conflict, the terms of this Agreement shall control. The arbitration shall be resolved conducted by binding arbitration in Chicago, Illinois, before one arbitrator independent nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of the parties (eachDispute to the AAA and reasonably acceptable to each party subject to the Dispute, an “Arbitration Proceeding”). Such which arbitrator shall be selected a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with, and with the Arbitration Proceeding shall be administered by JAMS pursuant to, substantive law of the JAMS Comprehensive Arbitration Rules and Procedures excluding its optional Arbitration Appeal proceduresState of Delaware. Any arbitrator designated pursuant to this Section 5(d) shall be a lawyer experienced in commercial and business affairsTime is of the essence. All Arbitration Proceedings will be closed Each party subject to the public and kept confidential, except Dispute shall submit a proposal for resolution of the Dispute to the extent necessary to arbitrator within twenty (i20) seek an injunction in aid of arbitration, (ii) obtain court days after confirmation of the judgment appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or (iii) give effect to res judicata refrain from doing, anything consistent with this Agreement and collateral estoppelapplicable Law, in which caseincluding to perform its contractual obligation(s); provided, all filings with any court shall be sealed to the extent permissible by the court. Nothing in this Section 5(d) is intended to, or shall, preclude a party to an Arbitration Proceeding from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers, or from making such other disclosures as may be required by any applicable law. To the maximum extent permitted by applicable law, the decision of that the arbitrator shall be final and binding and not be subject limited to appeal. If any ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to an Arbitration Proceeding fails to abide by a judgment rendered in such Arbitration Proceeding, comply with only one or the other party of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other proposal. The seat of arbitration shall be in New York County, State of New York. The language of the arbitration shall be English. Any judgment upon any award rendered by the arbitrator may seek to enforce such judgment be entered in and enforced by any court of competent jurisdiction. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY AGREEMENT DISPUTE. Notwithstanding anything contained in this Agreement The parties expressly consent to the contrarynon-exclusive jurisdiction of the courts (Federal and state) in New York County, no party shall have State of New York to enforce any award of the right arbitrator or to institute render any proceedings provisional, temporary, or injunctive relief in any court against the other party connection with or any person acting by, through or under such other party to adjudicate an Agreement Dispute, except that any party shall be permitted to seek an injunction in aid of arbitration with respect to an Agreement Proceeding, and any such injunction proceeding shall be sought and determined exclusively in any Delaware state or federal courtthe arbitration.

Governing Law; Arbitration; Jurisdiction. This Agreement and all disputes any dispute or controversy arising out of or related relating to this Agreement, whether in contract, tort or otherwise Agreement (each, an a “Agreement Dispute”), will ) shall be governed by and construed in accordance with, with the laws of the State of Delaware, without regard to any applicable principles of conflicts the conflict of law that might require principles thereof. Any and all Disputes (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 2(c)) shall be governed by this Section 2(c). A party must, in the application first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed description of the laws matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within the Resolution Period; provided, that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of any other jurisdictionsuch Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing AAA Procedures of the AAA. Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement Dispute are in conflict, the terms of this Agreement shall control. The arbitration shall be resolved conducted by binding arbitration in Chicago, Illinois, before one arbitrator independent nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of the parties (eachDispute to the AAA and reasonably acceptable to each party subject to the Dispute, an “Arbitration Proceeding”). Such which arbitrator shall be selected a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with, and with the Arbitration Proceeding shall be administered by JAMS pursuant to, substantive law of the JAMS Comprehensive Arbitration Rules and Procedures excluding its optional Arbitration Appeal proceduresState of Delaware. Any arbitrator designated pursuant to this Section 5(d) shall be a lawyer experienced in commercial and business affairsTime is of the essence. All Arbitration Proceedings will be closed Each party subject to the public and kept confidential, except Dispute shall submit a proposal for resolution of the Dispute to the extent necessary to arbitrator within twenty (i20) seek an injunction in aid of arbitration, (ii) obtain court days after confirmation of the judgment appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or (iii) give effect to res judicata refrain from doing, anything consistent with this Agreement and collateral estoppelapplicable Law, in which caseincluding to perform its contractual obligation(s); provided, all filings with any court shall be sealed to the extent permissible by the court. Nothing in this Section 5(d) is intended to, or shall, preclude a party to an Arbitration Proceeding from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers, or from making such other disclosures as may be required by any applicable law. To the maximum extent permitted by applicable law, the decision of that the arbitrator shall be final and binding and not be subject limited to appeal. If any ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to an Arbitration Proceeding fails to abide by a judgment rendered in such Arbitration Proceeding, comply with only one or the other party of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other proposal. The seat of arbitration shall be in New York County, State of New York. The language of the arbitration shall be English. Any judgment upon any award rendered by the arbitrator may seek to enforce such judgment be entered in and enforced by any court of competent jurisdiction. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY AGREEMENT DISPUTE. Notwithstanding anything contained in this Agreement The parties expressly consent to the contrarynon-exclusive jurisdiction of the courts (Federal and state) in New York County, no party shall have State of New York to enforce any award of the right arbitrator or to institute render any proceedings provisional, temporary, or injunctive relief in any court against the other party connection with or any person acting by, through or under such other party to adjudicate an Agreement Dispute, except that any party shall be permitted to seek an injunction in aid of arbitration with respect to an Agreement Proceeding, and any such injunction proceeding shall be sought and determined exclusively in any Delaware state or federal courtthe arbitration.

Governing Law; Arbitration; Jurisdiction. This Agreement and all disputes any dispute or controversy arising out of or related relating to this Agreement, whether in contract, tort or otherwise Agreement (each, an a “Agreement Dispute”), will ) shall be governed by and construed in accordance with, with the laws of the State of Delaware, without regard to any applicable principles of conflicts the conflict of law that might require principles thereof. Any and all Disputes (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 7(e)) shall be governed by this Section 7(e). A party must, in the application first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed description of the laws matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within the Resolution Period; provided, that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of any other jurisdictionsuch Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing AAA Procedures of the AAA. Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement Dispute are in conflict, the terms of this Agreement shall control. The arbitration shall be resolved conducted by binding arbitration in Chicago, Illinois, before one arbitrator independent nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of the parties (eachDispute to the AAA and reasonably acceptable to each party subject to the Dispute, an “Arbitration Proceeding”). Such which arbitrator shall be selected a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with, and with the Arbitration Proceeding shall be administered by JAMS pursuant to, substantive law of the JAMS Comprehensive Arbitration Rules and Procedures excluding its optional Arbitration Appeal proceduresState of Delaware. Any arbitrator designated pursuant to this Section 5(d) shall be a lawyer experienced in commercial and business affairsTime is of the essence. All Arbitration Proceedings will be closed Each party subject to the public and kept confidential, except Dispute shall submit a proposal for resolution of the Dispute to the extent necessary to arbitrator within twenty (i20) seek an injunction in aid of arbitration, (ii) obtain court days after confirmation of the judgment appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or (iii) give effect to res judicata refrain from doing, anything consistent with this Agreement and collateral estoppelapplicable Law, in which caseincluding to perform its contractual obligation(s); provided, all filings with any court shall be sealed to the extent permissible by the court. Nothing in this Section 5(d) is intended to, or shall, preclude a party to an Arbitration Proceeding from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers, or from making such other disclosures as may be required by any applicable law. To the maximum extent permitted by applicable law, the decision of that the arbitrator shall be final and binding and not be subject limited to appeal. If any ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to an Arbitration Proceeding fails to abide by a judgment rendered in such Arbitration Proceeding, comply with only one or the other party of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other proposal. The seat of arbitration shall be in New York County, State of New York. The language of the arbitration shall be English. Any judgment upon any award rendered by the arbitrator may seek to enforce such judgment be entered in and enforced by any court of competent jurisdiction. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY AGREEMENT DISPUTE. Notwithstanding anything contained in this Agreement The parties expressly consent to the contrarynon-exclusive jurisdiction of the courts (Federal and state) in New York County, no party shall have State of New York to enforce any award of the right arbitrator or to institute render any proceedings provisional, temporary, or injunctive relief in any court against the other party connection with or any person acting by, through or under such other party to adjudicate an Agreement Dispute, except that any party shall be permitted to seek an injunction in aid of arbitration with respect to an Agreement Proceeding, and any such injunction proceeding shall be sought and determined exclusively in any Delaware state or federal courtthe arbitration.

Governing Law; Arbitration; Jurisdiction. This Agreement These Terms of Use are governed by the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreementthese Terms of Use or any aspect of the relationship between you and ReWoven, whether based in contract, tort tort, statute, fraud, misrepresentation or otherwise (each, an “Agreement Dispute”)other legal theory, will be governed by resolved through final and construed in accordance with, the laws of the State of Delaware, without regard to any applicable principles of conflicts of law that might require the application of the laws of any other jurisdiction. Any Agreement Dispute shall be resolved by binding arbitration in Chicagoaccordance with the American Arbitration Association’s rules and procedures. The arbitration shall take place in New York City, Illinois, before one arbitrator independent of New York and the parties (each, an “Arbitration Proceeding”). Such arbitrator proceeding shall be selected in accordance with, and the Arbitration Proceeding shall be administered by JAMS pursuant to, the JAMS Comprehensive Arbitration Rules and Procedures excluding its optional Arbitration Appeal proceduresconfidential. Any arbitrator designated pursuant to this Section 5(d) shall be a lawyer experienced in commercial and business affairs. All Arbitration Proceedings will be closed to the public and kept confidential, except to the extent necessary to (i) seek an injunction in aid of arbitration, (ii) obtain court confirmation of the judgment of the arbitrator, or (iii) give effect to res judicata and collateral estoppel, in which case, all filings with any court shall be sealed to the extent permissible The award rendered by the court. Nothing in this Section 5(d) is intended to, or shall, preclude a party to an Arbitration Proceeding from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers, or from making such other disclosures as arbitrator may be required by any applicable law. To the maximum extent permitted by applicable law, the decision of the arbitrator shall be final confirmed and binding and not be subject to appeal. If any party to an Arbitration Proceeding fails to abide by a judgment rendered in such Arbitration Proceeding, the other party may seek to enforce such judgment enforced in any court of competent jurisdiction. To the extent the arbitration provision above is not enforced for any reason, the parties hereby submit to the exclusive jurisdiction and venue of the federal and state courts located in New York City, New York and waive any claim of inconvenient forum. YOU AGREE THAT WEBSITE OWNER AND YOU ARE EACH OF WAIVING THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS RIGHT TO TRIAL BY JURY JURY. YOU FURTHER AGREE THAT ANY ARBITRATION OR DISPUTE RESOLUTION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU AGREE TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION OR ANY AGREEMENT DISPUTESIMILAR COLLECTIVE LEGAL ACTION. Notwithstanding anything contained YOU WILL PURSUE ANY CLAIM OR DISPUTE REGARDING WEBSITE OWNER IN YOUR INDIVIDUAL CAPACITY AND NOT AS PART OF A CLASS ACTION OR COLLECTIVE ACTION. ANY CLAIM BY YOU MUST BE RAISED WITHIN TWELVE (12) MONTHS FROM THE DATE ON WHICH THE CLAIM AROSE OR IT IS WAIVED AND VOID. The Site is controlled and operated from the United States and is not intended to subject ReWoven to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in this Agreement some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any geographic area or jurisdiction that we choose. Any element or term of these Terms of Use that are prohibited by law shall be deemed modified to the contraryminimal extent necessary for such term to comply with or be permitted by applicable law. Intellectual Property Rights Unless otherwise noted, no party the Site and its entire content, features and functionality (including all information, software, text, displays, images, video, audio, and the compilation thereof) and any products offered via this Site are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by ReWoven, its suppliers or affiliates, or by third parties who have licensed their materials to ReWoven and are protected by U.S. and international copyright, trademark, patent, trade secure and other intellectual property or proprietary laws. ReWoven and its suppliers and licensors expressly reserve all intellectual property rights in all images, text, programs, products, processes, technology, content and other materials which appear on this Site. Access to this Site does not confer and shall have not be considered as conferring upon anyone any license under any of ReWoven’s or any third party's intellectual property rights. ReWoven’s names and logos and all related product and service names, design marks and slogans are the right trademarks or service marks of ReWoven. All other marks are the property of their respective companies. No trademark or service mark license is granted in connection with the materials contained on this Site. Access to institute this Site does not authorize anyone to use any proceedings name, logo or mark in any court against the other party or any person acting by, through or under such other party to adjudicate an Agreement Dispute, except that any party shall be permitted to seek an injunction in aid of arbitration with respect to an Agreement Proceeding, and any such injunction proceeding shall be sought and determined exclusively in any Delaware state or federal courtmanner.

Governing Law; Arbitration; Jurisdiction. This Agreement and all disputes any dispute or controversy arising out of or related relating to this Agreement, whether in contract, tort or otherwise Agreement (each, an a “Agreement Dispute”), will ) shall be governed by and construed in accordance with, with the laws of the State of Delaware, without regard to any applicable principles of conflicts the conflict of law that might require principles thereof. Any and all Disputes (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 2(c)) shall be governed by this Section 2(c). A party must, in the application first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed description of the laws matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within the Resolution Period; provided, that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of any other jurisdictionsuch Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing AAA Procedures of the AAA. Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement Dispute are in conflict, the terms of this Agreement shall control. The arbitration shall be resolved conducted by binding arbitration in Chicago, Illinois, before one arbitrator independent nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of the parties (eachDispute to the AAA and reasonably acceptable to each party subject to the Dispute, an “Arbitration Proceeding”). Such which arbitrator shall be selected a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with, and with the Arbitration Proceeding shall be administered by JAMS pursuant to, substantive law of the JAMS Comprehensive Arbitration Rules and Procedures excluding its optional Arbitration Appeal proceduresState of Delaware. Any arbitrator designated pursuant to this Section 5(d) shall be a lawyer experienced in commercial and business affairsTime is of the essence. All Arbitration Proceedings will be closed Each party subject to the public and kept confidential, except Dispute shall submit a proposal for resolution of the Dispute to the extent necessary to arbitrator within twenty (i20) seek an injunction in aid of arbitration, (ii) obtain court days after confirmation of the judgment appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or (iii) give effect to res judicata refrain from doing, anything consistent with this Agreement and collateral estoppelapplicable Law, in which caseincluding to perform its contractual obligation(s); provided, all filings with any court shall be sealed to the extent permissible by the court. Nothing in this Section 5(d) is intended to, or shall, preclude a party to an Arbitration Proceeding from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers, or from making such other disclosures as may be required by any applicable law. To the maximum extent permitted by applicable law, the decision of that the arbitrator shall be final and binding and not be subject limited to appeal. If any ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to an Arbitration Proceeding fails to abide by a judgment rendered in such Arbitration Proceeding, comply with only one or the other party of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other proposal. The seat of arbitration shall be in Miami, Florida. The language of the arbitration shall be English. Any judgment upon any award rendered by the arbitrator may seek to enforce such judgment be entered in and enforced by any court of competent jurisdiction. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY AGREEMENT DISPUTE. Notwithstanding anything contained in this Agreement The parties expressly consent to the contrarynon-exclusive jurisdiction of the courts (Federal and state) in Miami, no party shall have Florida to enforce any award of the right arbitrator or to institute render any proceedings provisional, temporary, or injunctive relief in any court against the other party connection with or any person acting by, through or under such other party to adjudicate an Agreement Dispute, except that any party shall be permitted to seek an injunction in aid of arbitration with respect to an Agreement Proceeding, and any such injunction proceeding shall be sought and determined exclusively in any Delaware state or federal courtthe arbitration.

Governing Law; Arbitration; Jurisdiction. This Agreement and all disputes any dispute or controversy arising out of or related relating to this Agreement, whether in contract, tort or otherwise Agreement (each, an a “Agreement Dispute”), will ) shall be governed by and construed in accordance with, with the laws of the State of Delaware, without regard to any applicable principles of conflicts the conflict of law that might require principles thereof. Any and all Disputes (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 6(d)) shall be governed by this Section 6(d). A party must, in the application first instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably detailed description of the laws matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within the Resolution Period; provided, that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of any other jurisdictionsuch Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing AAA Procedures of the AAA. Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement Dispute are in conflict, the terms of this Agreement shall control. The arbitration shall be resolved conducted by binding arbitration in Chicago, Illinois, before one arbitrator independent nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of the parties (eachDispute to the AAA and reasonably acceptable to each party subject to the Dispute, an “Arbitration Proceeding”). Such which arbitrator shall be selected a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with, and with the Arbitration Proceeding shall be administered by JAMS pursuant to, substantive law of the JAMS Comprehensive Arbitration Rules and Procedures excluding its optional Arbitration Appeal proceduresState of Delaware. Any arbitrator designated pursuant to this Section 5(d) shall be a lawyer experienced in commercial and business affairsTime is of the essence. All Arbitration Proceedings will be closed Each party subject to the public and kept confidential, except Dispute shall submit a proposal for resolution of the Dispute to the extent necessary to arbitrator within twenty (i20) seek an injunction in aid of arbitration, (ii) obtain court days after confirmation of the judgment appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or (iii) give effect to res judicata refrain from doing, anything consistent with this Agreement and collateral estoppelapplicable Law, in which caseincluding to perform its contractual obligation(s); provided, all filings with any court shall be sealed to the extent permissible by the court. Nothing in this Section 5(d) is intended to, or shall, preclude a party to an Arbitration Proceeding from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers, or from making such other disclosures as may be required by any applicable law. To the maximum extent permitted by applicable law, the decision of that the arbitrator shall be final and binding and not be subject limited to appeal. If any ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to an Arbitration Proceeding fails to abide by a judgment rendered in such Arbitration Proceeding, comply with only one or the other party of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other proposal. The seat of arbitration shall be in Miami, Florida. The language of the arbitration shall be English. Any judgment upon any award rendered by the arbitrator may seek to enforce such judgment be entered in and enforced by any court of competent jurisdiction. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY AGREEMENT DISPUTE. Notwithstanding anything contained in this Agreement The parties expressly consent to the contrarynon-exclusive jurisdiction of the courts (Federal and state) in Miami, no party shall have Florida to enforce any award of the right arbitrator or to institute render any proceedings provisional, temporary, or injunctive relief in any court against the other party connection with or any person acting by, through or under such other party to adjudicate an Agreement Dispute, except that any party shall be permitted to seek an injunction in aid of arbitration with respect to an Agreement Proceeding, and any such injunction proceeding shall be sought and determined exclusively in any Delaware state or federal courtthe arbitration.

Governing Law; Arbitration; Jurisdiction. (a) This Agreement and all disputes arising out of or related to this Agreement, whether in contract, tort or otherwise (each, an “Agreement Dispute”), will shall be governed by by,and construed and enforced in accordance with, ,the laws of the State Province of Delaware, Alberta,Canada without regard to any applicable principles of conflicts the conflict of law that might require provisions thereof. (b) Any and all disputes,controversies or claims between or among the application parties hereto, arising under, out of or in any way relating to this Agreement except with respect to the Companies' right to seek injunctive relief with respect to Sections 5, 6, and 7 as provided under Section 17 hereof, shall be referred to arbitration and finally settled by arbitration. Either party may elect to commence the arbitration but in any event such election will only be effective if made by written notice to the other party hereto. Subject to the provisions hereinafter set forth, the arbitration will be conducted and determined in accordance with the rules of the laws of any other jurisdictionInternational Commercial Arbitration Act, R.S.O. 1990, c.I.9. Any Agreement Dispute The procedure shall be resolved by binding arbitration in Chicago, Illinois, before one arbitrator independent of the parties (each, an “Arbitration Proceeding”). Such arbitrator shall be selected in accordance with, and the Arbitration Proceeding shall be administered by JAMS pursuant to, the JAMS Comprehensive Arbitration Rules and Procedures excluding its optional Arbitration Appeal procedures. Any arbitrator designated pursuant to this Section 5(d) shall be a lawyer experienced in commercial and business affairs. All Arbitration Proceedings will be closed to the public and kept confidential, except to the extent necessary to modified as follows: (i) seek an injunction in aid The arbitration will be conducted with three (3) arbitrators. The Companies and Executive each shall appoint one (1) arbitrator and the two (2) arbitrators thus appointed shall appoint the third arbitrator. If the two (2) arbitrators fail to agree on the third arbitrator within thirty (30) days of arbitrationtheir appointment, the appointment shall be made, upon request of a party, by the Alberta Court of Justice (General Division); (ii) obtain court confirmation of the judgment of the arbitrator, or (iii) give effect to res judicata and collateral estoppel, in which case, all filings with any court shall be sealed to the extent permissible by the court. Nothing in this Section 5(d) is intended to, or shall, preclude a party to an Arbitration Proceeding from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers, or from making such other disclosures as may be required by any applicable law. To the maximum extent permitted by applicable law, the The decision of the arbitrator arbitrators shall be final and binding and not neither party shall appeal the decision on any basis to any court; (iii) Upon failure, refusal or inability of any arbitrator to act, his or her successor shall be subject appointed in the manner as provided above; and (iv) The arbitrators shall render the decision and award in writing with counterpart copies to appealall parties. If any party The arbitrators shall have no right to an Arbitration Proceeding fails to abide by a judgment rendered in such Arbitration Proceeding, modify the other party may seek to enforce such judgment in any court terms of competent jurisdiction. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY AGREEMENT DISPUTE. Notwithstanding anything contained in this Agreement except to the contraryextent specifically provided hereunder. The costs of the arbitration, no party including the fees and expenses of counsel, expert and witness fees, and costs of the arbitrators shall be in the discretion of the arbitrators, who shall have the right power to institute make any proceedings award which is just in any court against the other party or any person acting bycircumstances. (c) The arbitration proceeding shall take place in the City of Edmonton, through or under such other party to adjudicate an Agreement DisputeAlberta, except that any party Canada and shall be permitted conducted in the English language. The arbitrators shall apply the laws of the Province of Alberta, Canada, without reference to seek the conflicts of laws thereof. (d) Any suit, action or proceeding instituted by either party hereto, including, but not limited to, any proceeding to enforce an injunction award of damages by the arbitrators, may be brought in aid the courts of arbitration the Province of Alberta, and except to the extent as otherwise provided in this Section 16, said courts will have exclusive jurisdiction with respect to an Agreement Proceedingall actions, and any such injunction proceeding shall be sought and determined exclusively in any Delaware state suits, motions, issues or federal courtother matters whatsoever arising out of this Agreement.