Common use of Governing Law; Resolution of Disputes Clause in Contracts

Governing Law; Resolution of Disputes. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York if the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “Arbitration Rules”) in force when a Notice of Arbitration with respect thereto is submitted in accordance with the Arbitration Rules. There shall be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees.

Governing Law; Resolution of Disputes. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York if the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the Hong Kong UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration Centre Administered Arbitration Rules in force at the date of this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in force when a Notice of Arbitration with respect thereto is submitted in accordance with the Arbitration Rulesany such arbitration. There shall be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees.

Governing Law; Resolution of Disputes. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York if the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably agrees that any dispute dispute, controversy, difference or controversy claim arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall Agreement may be settled referred to and finally resolved by arbitration to be held in Hong Kong under administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules (the “Arbitration Rules”) in force when a the Notice of Arbitration with respect thereto is submitted in accordance with the Arbitration Rulessubmitted,. There shall will be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall will each pay an equal share of the costs and expenses of such arbitration, and each party shall will separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall will be entitled to recover from the non-prevailing party its reasonable costs and attorney fees.

Governing Law; Resolution of Disputes. This The Parties agree that this Agreement will shall be governed by and construed and enforced in accordance with the laws applicable Laws of the State of New York if Delaware without giving effect to any choice or conflicts of law provision or rule thereof that would result in the Employee is not a citizen application of the People’s Republic applicable Laws of China (any other jurisdiction other than the “PRC”)applicable Laws of the United States of America, where applicable. The Parties hereto do hereby consent and submit to the venue and jurisdiction of the State or Federal Courts residing in Delaware as the sole and exclusive forum for such matters of disputes, and further agree that, in accordance with the laws event of any action or suit as to any matters of dispute among the Parties, service of process may be made upon the other Party by mailing a copy of the PRC if summons and/or complaint to the Employee is a citizen of other Party at the PRCaddress set forth herein.Notwithstanding anything to the contrary contained herein, in each case exclusive of such jurisdiction’s principles of conflicts of law. Ifthe Parties may seek equitable relief, under the applicable law, or enforce any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity final judgment of any such portion will not affect the forcefederal or state court residing in Delaware, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably agrees that in any dispute or controversy arising out of, relating to, or concerning other jurisdiction in any interpretation, construction, performance or breach of this Agreement, shall be settled manner provided by arbitration to be held in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “Arbitration Rules”) in force when a Notice of Arbitration with respect thereto is submitted in accordance with the Arbitration Rules. There shall be one arbitrator, selected in accordance with the Arbitration Rulesapplicable Law. The decision of Parties acknowledge that all directions issued by the arbitrator shall forum court, including all injunctions and other decrees, will be finalbinding and enforceable in all jurisdictions and countries. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE THAT MAY ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH (OTHER THAN EMPLOYMENT AGREEMENTS) IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney feesAND THEREFORE SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE.

Governing Law; Resolution of Disputes. This The Parties agree that this Agreement will shall be governed by and construed and enforced in accordance with the laws applicable Laws of the State of New York if Delaware without giving effect to any choice or conflicts of law provision or rule thereof that would result in the Employee is not a citizen application of the People’s Republic applicable Laws of China (any other jurisdiction other than the “PRC”)applicable Laws of the United States of America, where applicable. The Parties hereto do hereby consent and submit to the venue and jurisdiction of the State or Federal Courts residing in Delaware as the sole and exclusive forum for such matters or disputes, and further agree that, in accordance with the laws event of any action or suit as to any matters of dispute among the Parties, service of process may be made upon the other Party by mailing a copy of the PRC if summons and/or complaint to the Employee is a citizen of other Party at the PRCaddress set forth herein. Notwithstanding anything to the contrary contained herein, in each case exclusive of such jurisdiction’s principles of conflicts of law. Ifthe Parties may seek equitable relief, under the applicable law, or enforce any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity final judgment of any such portion will not affect the forcefederal or state court residing in Delaware, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably agrees that in any dispute or controversy arising out of, relating to, or concerning other jurisdiction in any interpretation, construction, performance or breach of this Agreement, shall be settled manner provided by arbitration to be held in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “Arbitration Rules”) in force when a Notice of Arbitration with respect thereto is submitted in accordance with the Arbitration Rules. There shall be one arbitrator, selected in accordance with the Arbitration Rulesapplicable Law. The decision of Parties acknowledge that all directions issued by the arbitrator shall forum court, including all injunctions and other decrees, will be finalbinding and enforceable in all jurisdictions and countries. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE THAT MAY ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH (OTHER THAN EMPLOYMENT AGREEMENTS) IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney feesAND THEREFORE SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE.

Governing Law; Resolution of Disputes. 5.1 This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York if the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRCYork, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each . 5.1.1 At the option of the parties hereto irrevocably agrees that party initiating the claim any dispute dispute, controversy or controversy claim arising out of, of or relating to, or concerning any interpretation, construction, performance or breach of to this Agreement, shall Agreement may be settled by arbitration submitted to be held in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “Arbitration RulesHKIAC”) in force when a Notice of Arbitration with respect thereto is submitted in accordance with its arbitration rules. The award rendered in such an arbitration proceeding will be final and binding and judgment on the Arbitration Rules. award rendered may be entered in any court having jurisdiction over the parties. 5.1.2 There shall be one arbitrator, selected in accordance with the Arbitration Rules. The decision language of the arbitrator arbitration will be Mandarin Chinese and any foreign-language documents presented at such arbitration will be accompanied by a Mandarin Chinese translation thereof that shall be finalprepared at the expense of the party seeking to present such document. 5.1.3 Any award of the arbitrators (i) will be in writing, conclusive (ii) will state the reasons upon which such award is based and binding on (iii) may include an award of costs, including reasonable attorneys’ fees and disbursements. 5.1.4 The arbitrators will have no authority to award punitive damages or any other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement. 5.1.5 Notwithstanding the foregoing, any party may apply to any court having jurisdiction over the parties to obtain injunctive relief in order to maintain the arbitration. Judgment status quo until such time as an arbitration award may be entered on rendered or the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitrationdispute, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall controversy or claim may be entitled to recover from the non-prevailing party its reasonable costs and attorney feesotherwise resolved.

Governing Law; Resolution of Disputes. (a) This Agreement will and any other ancillary agreements to be entered into by and among the parties to this Agreement pursuant hereto shall be governed by and construed and enforced in accordance with the internal laws of the State of New York if the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of Delaware without reference to such jurisdictionstate’s principles of conflicts of law. (b) Except for claims for injunctive or equitable relief or suit to compel compliance with the dispute resolution process set forth in this Section 11.1, any dispute, controversy, or claim arising under or relating to this Agreement or any breach or threatened breach hereof, including claims for indemnification pursuant to Article IX (each an “Arbitrable Dispute”) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, subject to the following: (i) Any party may demand that any Arbitrable Dispute be submitted to binding arbitration. IfThe demand for arbitration shall be in writing, shall be served on the other parties in the manner prescribed herein for the giving of notices, and shall set forth a short statement of the factual basis for the claim, specifying the matter or matters to be arbitrated. (ii) The arbitration shall be conducted by a panel of three arbitrators, one selected by the Purchaser, one selected by the Seller and the third to be selected jointly by the arbitrators selected by the Purchaser and the Seller (collectively, the “Arbitrators”) who shall conduct such evidentiary or other hearings as they deem necessary or appropriate and thereafter shall make their determination as soon as practicable. Any arbitration pursuant hereto shall be conducted by the Arbitrators under the applicable lawguidance of the Federal Rules of Civil Procedure and the Federal Rules of Evidence, except that (i) the Arbitrators shall not be required to comply strictly with such rules in conducting any portion such arbitration and (ii) any arbitration shall include limited discovery, as determined by the Arbitrators, with no depositions without the written consent of this Agreement the Purchaser and the Seller. All arbitration proceedings shall take place in Louisville, Kentucky if initiated by the Seller or Jacksonville, Florida if initiated by the Purchaser or such other location as may be agreed by the parties. (c) The Arbitrators shall have the authority to award any remedy or relief that a Court of the jurisdiction in which the arbitration is at any time deemed to be in conflict with any applicable statuteconducted could order or grant, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity including specific performance of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of obligation created under this Agreement, shall be settled by arbitration to be held in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (awarding of Damages, the “Arbitration Rules”) in force when a Notice issuance of Arbitration with respect thereto is submitted in accordance with an injunction, or the Arbitration Rules. There shall be one arbitrator, selected in accordance with the Arbitration Rules. The decision imposition of sanctions for abuse or frustration of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expensesprocess; provided, however, that the Arbitrators shall have no authority to award punitive or other damages not measured by the prevailing party’s actual damages. The Arbitrators shall render their decision and award upon the concurrence of at least two (2) of their number. Such decision and award shall be in writing and counterpart copies thereof shall be delivered to each party. The decision and award of the Arbitrators shall be final, binding and non-appealable (except upon an allegation of fraud) on all parties. Any party to the arbitration may seek to have judgment upon the award rendered by the Arbitrators entered in any such arbitration court having jurisdiction thereof. (d) The award of the Arbitrators shall be entitled the sole and exclusive remedy among the parties hereto regarding any claim, counterclaims or issues presented or pled to recover the Arbitrators. Any monetary award by the Arbitrators shall be paid by the party against whom such award is assessed within twenty (20) Business Days after such award becomes final, free of any Tax, deduction or set-off. To the extent not paid to whom such final award is granted within twenty (20) Business Days, such award shall accrue interest for the benefit of such party at a rate of ten percent (10%) per annum from the non-prevailing date of award until such award and accrued interest is paid in full to the party its reasonable entitled thereto. Any costs, fees, expenses or taxes incident to the arbitration proceedings and enforcing the award (including the costs of production of documents) shall be charged against the party losing the arbitration proceedings or resisting such enforcement, as the case may be, to the extent determined appropriate by the Arbitrators. (e) Each party agrees that it will not file any suit, motion, petition or otherwise commence any legal action or proceeding for any matter which is required to be submitted to arbitration as contemplated herein except in connection with the enforcement of an award rendered by the Arbitrators. Upon the entry of an order dismissing or staying any action or proceeding filed contrary to the preceding sentence, the party that filed such action or proceeding shall promptly pay to the other party the attorney’s fees, costs and attorney feesexpenses incurred by such other party prior to the entry of such order.

Governing Law; Resolution of Disputes. 9.1 This Agreement will shall be governed by and construed and enforced in accordance with the laws of the State of New York if the Employee is not a citizen York, United States of the People’s Republic of China America. (the “PRC”)a) Any dispute, and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation controversy or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of claim between the parties hereto irrevocably agrees that any dispute or controversy arising out of, relating toto or in connection with this Agreement, including, without limitation, any dispute regarding its validity or termination, or concerning any interpretation, construction, the performance or breach of this Agreementthereof, to the extent not resolved by negotiations, shall be settled finally resolved by arbitration to be held in Hong Kong under administered by the Hong Kong International Chamber of Commerce’s International Court of Arbitration Centre Administered Arbitration Rules (the “Arbitration RulesICC”) in force when a Notice of Arbitration with respect thereto is submitted ). The arbitration shall be conducted in accordance with the ICC’s Rules of Arbitration Rules. There shall in effect at the time, except as they may be one arbitrator, selected in accordance with modified herein or by agreement of the Arbitration RulesParties hereto. The decision arbitral tribunal (the “Tribunal”) shall consist of the three (3) arbitrators. One arbitrator shall be final, conclusive nominated by the Company and binding on the parties to the arbitration. Judgment may one arbitrator shall be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share nominated by Usiminas within thirty (30) days of the costs and expenses commencement of such arbitrationarbitration proceedings, and each party those two arbitrators shall separately pay for its respective counsel fees and expensesagree upon the third arbitrator, who shall act as chair of the Tribunal; provided, however, that if, (i) at the prevailing party in end of the thirty (30) day period immediately following the nomination of the arbitrators nominated by each of the Company and Usiminas, such arbitrators are unable to agree upon the third arbitrator, such third arbitrator shall be appointed by the ICC and (ii) if any of the Company or Usiminas refuses to nominate an arbitrator, such arbitrator shall be appointed by the ICC. The place of arbitration shall be entitled in the city of New York, NY, United States of America. The arbitration proceedings shall be conducted in the English language and all submissions shall be made in English. The arbitrators shall not be authorized to recover from decide any dispute, controversy or claim ex aequo et xxxx or as amiable compositeurs but shall strictly apply the non-prevailing law governing this Agreement. (b) In the event any Party hereto, having been given due notice and opportunity, shall fail or shall refuse to participate in arbitration proceedings hereunder or in any stage thereof, the proceedings shall nevertheless be conducted to conclusions and final award. Any award rendered under such circumstances shall be as valid and enforceable as if such party had appeared and participated fully at all stages. Any award of the Tribunal shall be final and binding upon the Parties hereto, their successors and assigns. The Parties hereto waive to the fullest extent permitted by law any rights to appeal to, or to seek review of such award by, any court or tribunal. Judgment on the award may be entered in any court of competent jurisdiction. (c) By agreeing to arbitration, the Parties hereto do not intend to deprive any court with jurisdiction of its reasonable costs ability to issue a preliminary injunction, attachment or other form of provisional remedy in aid of the arbitration and attorney feesa request for such provisional remedies by a party to a court shall not be deemed a waive of this agreement to arbitrate. In addition to the authority conferred upon the Tribunal by the rules specified above, the Tribunal shall also have the authority to grant provisional remedies, including injunctive relief. (d) Without limiting the authority conferred on the Tribunal by this Agreement and the rules specified above, the Tribunal shall have the authority to award specific performance. (e) Except as may be required by applicable law or court order, the Parties hereto agree to maintain confidentiality as to all aspects of the arbitration, including its existence and results, except that nothing herein shall prevent any party form disclosing information regarding the arbitration for purposes of enforcing the award or in any court proceeding involving the parties hereto. The Parties hereto further agree to obtain the arbitrators’ agreement to preserve the confidentiality of the arbitration.

Governing Law; Resolution of Disputes. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York if the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably agrees that any dispute dispute, controversy, difference or controversy claim arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall Agreement may be settled referred to and finally resolved by arbitration to be held in Hong Kong under administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules (the “Arbitration Rules”) in force when a the Notice of Arbitration with respect thereto is submitted in accordance with the Arbitration Rulessubmitted. There shall will be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall will each pay an equal share of the costs and expenses of such arbitration, and each party shall will separately pay for its and his respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall will be entitled to recover from the non-prevailing party its or his reasonable costs and attorney fees.