Common use of Governing Law; Jurisdiction; Dispute Resolution Clause in Contracts

Governing Law; Jurisdiction; Dispute Resolution. (i) This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of New York, except that matters arising out of or relating to the conversion, exchange or cancellation (as applicable) of the Shares (including Shares represented by ADSs) contemplated by this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands. (ii) Subject to the exception for jurisdiction the courts of the Cayman Islands in Section 13(l)(i), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “HKIAC Rules”) and as may be amended by this Section 13(l)(ii). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (iii) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 13(l), any party hereto may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the Laws of the State of New York. (iv) Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 10.2 of the Merger Agreement and in the case of each party hereto at the address set forth in Section 13(h). Nothing in this Agreement shall affect the right of any party to serve process in any other manner permitted by Law. (v) Subject to the rights and remedies of the parties otherwise provided herein in the case of a breach by the other party, each party hereto agrees that the prevailing party shall be entitled to reimbursement of all reasonable and documented costs and expenses, including all reasonable and documented attorney’s fees, in connection with any proceeding arising out of or relating to a willful breach of this Agreement on the part of the other party.

Governing Law; Jurisdiction; Dispute Resolution. (i) This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be interpreted, construed and governed by and construed in accordance with the Laws internal laws of the State of New York, York (without giving effect reference to any choice the conflicts of law or conflict of law rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of New York, except that matters arising out of or relating to the conversion, exchange or cancellation (as applicable) of the Shares (including Shares represented by ADSs) contemplated by thereof). Any dispute regarding this Agreement shall be interpretedexclusively referred to arbitration in London and conducted in accordance with Arbitration Act 1996 (England and Wales) or any statutory modification or re-enactment thereof, construed and governed the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall appoint the third who shall and as chairman of such panel of arbitrators. Upon receipt by one party of the nomination in writing of such other party’s arbitrator, that party shall appoint its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing which the single arbitrator shall act as sole arbitrator and any decision of the sole arbitrator shall be binding on both parties. The arbitration shall be conducted in accordance with the Laws terms of the Cayman Islands London Maritime Arbitrators Association (“LMAA”) then in respect effect. The parties agree that any tribunal constituted under this Agreement shall have the power to order consolidation of which the parties hereto hereby irrevocably submit proceedings or concurrent hearings in relation to the non-exclusive jurisdiction of the courts of the Cayman Islands. (ii) Subject to the exception for jurisdiction the courts of the Cayman Islands in Section 13(l)(i), any disputes, actions and proceedings against any party hereto or all disputes arising out of or in connection with this Agreement or the other Transaction Documents, which involve common questions of fact or law, and to make any way orders ancillary to the same, including, without limitation, any orders relating to this Agreement shall the procedures to be submitted followed by the parties in any such consolidated proceedings or concurrent hearings. Consolidated disputes are to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “HKIAC Rules”) and as may be amended heard by this Section 13(l)(ii). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist a maximum of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (iii) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 13(l), any party hereto may, to the extent permitted under the rules and procedures of the HKIAC, seek an interim injunction or other form of relief from the HKIAC as provided for in its HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the Laws of the State of New York. (iv) Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 10.2 of the Merger Agreement and in the case of each party hereto at the address set forth in Section 13(h). Nothing in this Agreement shall affect the right of any party to serve process in any other manner permitted by Law. (v) Subject to the rights and remedies of the parties otherwise provided herein in the case of a breach by the other partyarbitrators, each party hereto agrees that to have the prevailing right to appoint one arbitrator. In case a dispute arises as to whether consolidation is appropriate (including without limitation conflicting orders of relevant tribunals) and/or as to the constitution of the tribunal for any such consolidated proceedings, each party shall be entitled have the right to reimbursement apply to the President for the time being of all reasonable and documented costs and expenses, including all reasonable and documented attorney’s fees, in connection with any proceeding arising out the LMAA for final determination of or relating to a willful breach the consolidation of the proceedings and/or constitution of such tribunal. For purposes of this Agreement on the part of the other Agreement, Seanergy, Buyer and their subsidiaries shall be deemed to be one party, and Investors and Sellers shall be deemed to be one party.

Governing Law; Jurisdiction; Dispute Resolution. (ia) This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be interpretedgoverned by, construed and governed by and construed in accordance with with, the Laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of New York, except that matters arising out of or relating to the conversion, exchange exchange, cancellation or cancellation sale (as applicable) of the Shares (including Shares represented by ADSs) contemplated by this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive nonexclusive jurisdiction of the courts of the Cayman Islands. (iib) Subject to the exception for jurisdiction the courts of the Cayman Islands in Section 13(l)(i), any Any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “HKIAC Rules”) and as may be amended by this Section 13(l)(ii7.6(b) (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (iiic) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that that, in addition to any recourse to arbitration as set out in this Section 13(l)7.6, any party hereto may, to the extent permitted under the rules and procedures laws of the HKIACjurisdiction where application is made, seek an interim injunction from a court or other form of relief from the HKIAC as provided for in its HKIAC Rules. Such application shall also be authority with competent jurisdiction and, notwithstanding that this Agreement is governed by, and construed in accordance with, by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. (ivd) Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 10.2 9.02 of the Merger Agreement and in the case of each party hereto at the address set forth in Schedule D hereto under such party’s name (or at such other address for such party as shall be specified in a notice given in accordance with Section 13(h7.1). Nothing in this Agreement shall will affect the right of any party to serve process in any other manner permitted by Law. (v) Subject to the rights and remedies of the parties otherwise provided herein in the case of a breach by the other party, each party hereto agrees that the prevailing party shall be entitled to reimbursement of all reasonable and documented costs and expenses, including all reasonable and documented attorney’s fees, in connection with any proceeding arising out of or relating to a willful breach of this Agreement on the part of the other party.

Governing Law; Jurisdiction; Dispute Resolution. (ia) This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be interpretedgoverned by, construed and governed by and construed in accordance with with, the Laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of New York, except that matters arising out of or relating to the conversion, exchange exchange, cancellation or cancellation sale (as applicable) of the Shares (including Shares represented by ADSs) contemplated by this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands. (iib) Subject to the exception for jurisdiction the courts of the Cayman Islands in Section 13(l)(i), any Any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “HKIAC Rules”) and as may be amended by this Section 13(l)(ii6.6(b) (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (iiic) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that that, in addition to any recourse to arbitration as set out in this Section 13(l)6.6, any party hereto may, to the extent permitted under the rules and procedures laws of the HKIACjurisdiction where application is made, seek an interim injunction from a court or other form of relief from authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the HKIAC as provided for in its HKIAC Rules. Such application shall also be governed by, and construed in accordance with, the Laws laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. (ivd) Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 10.2 9.02 of the Merger Agreement and in the case of each party hereto at the address set forth in Schedule B hereto under such party’s name (or at such other address for such party as shall be specified in a notice given in accordance with Section 13(h6.1). Nothing in this Agreement shall will affect the right of any party to serve process in any other manner permitted by Law. (v) Subject to the rights and remedies of the parties otherwise provided herein in the case of a breach by the other party, each party hereto agrees that the prevailing party shall be entitled to reimbursement of all reasonable and documented costs and expenses, including all reasonable and documented attorney’s fees, in connection with any proceeding arising out of or relating to a willful breach of this Agreement on the part of the other party.