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. 10.10.1. 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 and construed in accordance with, with the laws of the State of Delaware, New York without regard reference to any applicable such state’s principles of conflicts of law law, provided, however, that might require any matter involving the application internal corporate affairs of the laws any party hereto shall be governed by the provisions of any other jurisdictionthe jurisdictions of its incorporation. 10.10.2. Any Agreement Dispute controversy or claim arising out of or relating to this Agreement, including, without limitation, the breach or termination thereof, shall be resolved settled by binding arbitration in Chicago, Illinois, before one by a single arbitrator independent of administered by the parties (each, an “American Arbitration Proceeding”). Such arbitrator shall be selected Association in accordance withwith its Commercial Arbitration Rules, and including the Arbitration Proceeding shall Optional Rules for Emergency Measures of Protection, to be administered held in New York, New York, USA. The award rendered 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 upon the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The existence and not resolution of the arbitration shall be subject to appealkept confidential by the parties and by the arbitrator. If any party to an Arbitration Proceeding fails to abide The award of the arbitrator shall be accompanied by a judgment rendered in such Arbitration Proceedingreasoned opinion. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration, unless otherwise determined by the arbitrator. Notwithstanding the foregoing, the other party parties may seek apply to enforce such judgment in any court of competent jurisdictionjurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. 10.10.3. 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 Subject to Section 10.10.2, the parties hereto hereby irrevocably submit to the contraryexclusive jurisdiction (or, no party shall have in the right to institute any proceedings in any court against the other party case of enforcement of 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 seeking remedies with respect to an Section 6.4, non-exclusive jurisdiction) of the courts of the New York, New York in connection with any matter based upon or arising out of this Agreement Proceedingor the matters contemplated herein (including resolution of disputes under Section 9.7), and any such injunction proceeding shall agrees that process may be sought and determined exclusively served upon them in any Delaware state manner authorized by the laws of such jurisdiction for such persons and waives and covenants not to assert or federal courtplead any objection which they might otherwise have to such jurisdiction, venue and such process.

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 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 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. (i) 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 and construed in accordance with, with the laws of the State of Delaware, New York without regard reference to any applicable such state’s principles of conflicts of law law, provided, however, that might require any matter involving the application internal corporate affairs of the laws of any other jurisdiction. Any Agreement Dispute party hereto shall be resolved governed by binding arbitration in Chicago, Illinois, before one arbitrator independent the provisions 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 jurisdictions of 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, incorporation. (ii) obtain court confirmation Any controversy or claim arising out of or relating to this Agreement, including, without limitation, the judgment of the arbitratorbreach or termination thereof, 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 settled by arbitration by a single arbitrator administered by the courtAmerican Arbitration Association in accordance with its Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection, to be held in New York, New York, USA. 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 The award rendered by any applicable law. To the maximum extent permitted by applicable law, the decision of the arbitrator shall be final and binding upon the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The existence and not resolution of the arbitration shall be subject to appealkept confidential by the parties and by the arbitrator. If any party to an Arbitration Proceeding fails to abide The award of the arbitrator shall be accompanied by a judgment rendered in such Arbitration Proceedingreasoned opinion. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration, unless otherwise determined by the arbitrator. Notwithstanding the foregoing, the other party parties may seek apply 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 jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. (iii) Subject to sub-section (f)(ii) above, the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts of the New York, New York in connection with any matter based upon or arising out of this Agreement to or the contrarymatters contemplated herein, no party shall have the right to institute any proceedings agrees that process may be served upon them in any court against manner authorized by the other party laws of such jurisdiction for such persons and waives and covenants not to assert or plead any person acting byobjection which they might otherwise have to such jurisdiction, through or under venue and 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 courtprocess.

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 the legal relations among the parties hereto shall be governed by and construed in accordance with, with the laws of the State of DelawareNew York, without regard giving effect to any applicable principles of conflicts of law that might require the application laws. Any provision of this Agreement prohibited by the laws of the State of New York shall be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. (b) All disputes, claims or controversies arising out of or relating to this Agreement, or any other jurisdiction. Any Agreement Dispute shall agreement executed and delivered pursuant hereto, or the negotiation, breach, validity or performance hereof, or the transactions contemplated hereby which cannot be resolved by good faith negotiations, shall be exclusively submitted to final and binding arbitration in ChicagoLondon England before a panel of three arbitrators appointed by the International Chamber of Commerce; provided, Illinois, that if any Party has no adequate remedy at law he or it may seek emergency injunctive relief or specific performance before one arbitrator independent any court of competent jurisdiction in Hungary or the United States. The decision and award of the parties (each, an “Arbitration Proceeding”). Such arbitrator arbitrators 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 enforceable 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 jurisdiction in this Agreement the United States and Hungary. (c) Subject to the contraryavailability of the arbitration panel, no party the arbitration shall commence within ninety (90) days of the date on which a written demand for arbitration is filed by any Party hereto. In connection with the arbitration proceeding, the arbitrators shall have the right power to institute order the production of documents by each Party and any proceedings third-Party witnesses. In connection with any arbitration, each Party shall provide to the other, no later than seven (7) business days before the date of the arbitration, the identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a Party’s witness or expert. The arbitrators’ decision and award shall be made and delivered within ninety (90) days of the commencement of the arbitration. The arbitrators’ decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrators shall not have power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any court other damages that are specifically excluded under this Agreement, and each Party hereby irrevocably waives any claim to such damages. (d) The Parties covenant and agree that they will participate in the arbitration in good faith and that they will, except as provided below, (A) bear their own attorneys’ fees, costs and expenses in connection with the arbitration, and (B) share equally in the fees and expenses of the arbitration, including forum fees, the fees of the arbitrators and the cost of the official transcript of the proceedings. The arbitrators may in their discretion assess costs and expenses (including the reasonable legal fees and expenses of the prevailing Party) against any Party to the proceeding. Any Party unsuccessfully refusing to comply with an order of the arbitrators shall be liable for costs and expenses, including attorneys’ fees, incurred by 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 Party 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.enforcing the award. This

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. 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. (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 be governed by and construed in accordance with, under the laws of the State of Delaware without regard to conflicts-of-laws principles that would require the application of any other law. (b) Subject to the requirements of clause (c), each of the Parties (i) submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware or, if the Chancery Court is unavailable, then the United States District Court for the District of Delaware or, if the Chancery Court and such United States District Court is unavailable, any state court in the State of Delaware, in any Action arising out of or relating to this Agreement, (ii) agrees that all claims in respect of this Action shall be heard and determined in any such court, and (iii) agrees not to bring any Action arising out of or relating to this Agreement in any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any Action so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for giving of notices in Section 7.3. Nothing in this Section 7.9, however, will affect the right of any party to serve legal process in any other manner permitted by law. (c) Any Action arising out of or relating to this Agreement (but except for the right of any party to seek injunctive relief) shall be resolved by binding arbitration under the Comprehensive Arbitration Rules & Procedures of Judicial Arbitration & Mediation Services/EnDispute (or its successor) in the State of Delaware except to the extent that such rules are inconsistent with this Section 7.9(c), in which case this Section 7.9(c) will govern. Except as may be otherwise expressly provided herein, for any matter submitted to arbitration, the burden of proof will be as it would be if the claim were litigated in a judicial proceeding governed exclusively by the internal laws of the State of Delaware applicable to contracts executed, entered into and performed within the State of Delaware, without regard to any applicable the principles of choice of law or conflicts of law that might require the application of the laws of any other jurisdiction. Any Agreement Dispute shall Judgment upon any award rendered by the arbitrator may be resolved by binding entered in any court having jurisdiction. (d) All 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 proceedings will be closed to the public and kept confidential, and all records relating thereto will be permanently sealed, except to the extent as necessary to (i) seek an injunction in aid of arbitration, (ii) obtain court confirmation of the judgment of the arbitrator, or (iii) and except as necessary to 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 the arbitration from communicating with, or making disclosures to his, her or its lawyers, tax advisors, auditors and insurers, as necessary and appropriate or from making such other disclosures as may be required by any applicable law. Applicable Law. (e) To the maximum extent permitted by applicable lawXxx, the decision of the arbitrator shall be final and binding and not be subject to appeal. If any a party to against whom the arbitrator renders an Arbitration Proceeding award fails to abide by a judgment rendered in such Arbitration Proceedingaward, the other party may seek to enforce such judgment award 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 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.