Common use of Jurisdiction and Dispute Resolution Clause in Contracts

Jurisdiction and Dispute Resolution. A. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of law principles thereof (except that § 5-1401 of the New York General Obligations Law shall apply). For the avoidance of doubt, the parties agree that the UN Convention on the International Sale of Goods shall not be applicable to this Agreement. B. Any action, litigation or suit (collectively, a “Proceeding”) arising out of or relating to this Agreement shall be brought in the courts of the State and County of New York, or, if it has or can acquire subject matter jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties irrevocably submits to the personal and exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum in any such Proceeding, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this Agreement in any other court. The parties agree that either or both of them may file a copy of this Section with any court in any such Proceeding as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections they might have based on personal jurisdiction, improper venue or convenience of forum. Process in any such Proceeding may be served on any party anywhere in the world, and each party agrees that service of process by an overnight delivery service is sufficient and enforceable. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. The parties hereby waive the right to a trial by jury in any Proceeding brought against the other with respect to this Agreement or their respective performance hereunder. C. If FRESENIUS shall allege in writing that NABI has breached its obligations under Section 6.1, then NABI agrees to make available to FRESENIUS such of its relevant documents for inspection, and such if its personnel for interviews, as shall be reasonably requested by FRESENIUS to determine whether such breach has occurred. If FRESENIUS shall not be satisfied with NABI’s performance of its commitment in this Section 8.1C, then FRESENIUS’ sole remedy shall be to initiate a Proceeding in accordance with Section 8.1B alleging a breach of Section 6.1.

Jurisdiction and Dispute Resolution. A. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of law principles thereof (except that § 5-1401 of the New York General Obligations Law shall apply). For the avoidance of doubt, the parties agree that the UN Convention on the International Sale of Goods shall not be applicable to this Agreement. B. A) Any action, litigation or suit (collectively, a “Proceeding”) dispute arising out of or relating to in connection with this Agreement including any question regarding its existence, validity or termination, shall be brought in finally resolved by the courts of the State and County of New YorkUNCITRAL Rules, orwhich Rules are deemed to be incorporated by reference into this clause. Notwithstanding this, if it has or can acquire subject matter jurisdiction, in the United States District Court for the Southern District of New York, and each of the Joint Global Coordinators, the Joint Sponsors and the Hong Kong Underwriters shall have the sole right to commence proceedings or pursue claims (including any third party claims in proceedings in which it is joined as a defendant) in any court of competent jurisdiction in relation to any dispute arising out of or in connection with this Agreement. Once a dispute is referred to arbitration or court proceedings are commenced, the other party or parties irrevocably submits to the personal and exclusive arbitration or court proceedings shall submit to respectively the arbitration or the jurisdiction of each such the court in which such proceedings have been commenced. (B) The place of arbitration shall be the Hong Kong International Arbitration Centre "HKIAC"). (C) The arbitral tribunal shall be composed of three arbitrators. The appointing authority shall be HKIAC. (D) The governing law of the arbitration proceedings will be the law of Hong Kong. (E) The language to be used in the arbitral proceedings shall be English. (F) The taking of proceedings in any such Proceedingone or more jurisdictions shall not preclude the taking of the proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of that jurisdiction. (G) Each of the parties hereto irrevocably waives (and irrevocably agrees not to raise) any objection which it may now or hereafter have to personal jurisdiction, the laying of the venue or to convenience of any proceedings in any court of competent jurisdiction and any claim of forum non conveniens and further irrevocably agrees that a judgement in any such Proceeding, agrees that all claims proceedings brought in respect of the Proceeding any court referred to in this clause shall be heard conclusive and determined only binding upon it and may be enforced in the courts of any other jurisdiction. (H) The Company hereby irrevocably authorises and appoints Mr. K.S. Heng of Xxxxx X0, 00xx Xxxxx, Xxxxxxx Xxxxx, 00-00 Xxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxx Xxxx or such courtpersons, and agrees not being resident in Hong Kong, as it may from time to bring any Proceeding time appoint as its agent to accept service of all legal process, including service of a notice of arbitration under the Rules, arising out of or relating to connected with this Agreement and service on such persons shall be deemed to be service on the Company. (I) The Selling Shareholder hereby irrevocably authorises and appoints Mr. K.S. Heng of Xxxxx X0, 00xx Xxxxx, Xxxxxxx Xxxxx, 00-00 Xxxxxxx Xxxx, Xxxxx Xxxxxx, Xxxx Xxxx or such persons, being resident in Hong Kong, as it may from time to time appoint as its agent to accept service of all legal process, including service of a notice of arbitration under the Rules, arising out of or connected with this Agreement and service on such persons shall be deemed to be service on the Selling Shareholder. (J) Should court proceedings be commenced by any other court. The parties agree that either or both of them may file a copy of this Section with any court in any such Proceeding as written evidence of the knowingJoint Global Coordinators, voluntary and bargained agreement between the parties irrevocably Joint Sponsors or the Hong Kong Underwriters, upon being given notice of such proceedings in writing, the party against whom such proceedings have been brought shall immediately appoint an agent to waive any objections they might have based on personal jurisdiction, improper venue or convenience of forum. Process in any such Proceeding may be served on any party anywhere in the world, and each party agrees that accept service of process by an overnight delivery in the relevant jurisdiction and shall give notice to the relevant Joint Global Coordinator, Joint Sponsor or Hong Kong Underwriter of the details and address for service is sufficient and enforceable. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. The parties hereby waive the right to a trial by jury in any Proceeding brought against the other with respect to this Agreement or their respective performance hereunderof such agent. C. If FRESENIUS shall allege in writing that NABI has breached its obligations under Section 6.1, then NABI agrees to make available to FRESENIUS such of its relevant documents for inspection, and such if its personnel for interviews, as shall be reasonably requested by FRESENIUS to determine whether such breach has occurred. If FRESENIUS shall not be satisfied with NABI’s performance of its commitment in this Section 8.1C, then FRESENIUS’ sole remedy shall be to initiate a Proceeding in accordance with Section 8.1B alleging a breach of Section 6.1.

Jurisdiction and Dispute Resolution. A. This (a) The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of law principles thereof (except that § 5-1401 of the New York General Obligations Law shall apply). For the avoidance of doubt, the parties agree that the UN Convention on the International Sale of Goods shall not be applicable to this Agreement. B. Any action, litigation or suit (collectively, a “ProceedingDispute”) including: (i) a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity; and (ii) any non-contractual obligations arising out of or relating in connection with this Agreement. For such purposes each Party irrevocably submits to the jurisdiction of the English courts, waives any objections to the jurisdiction of those courts and irrevocably agrees that a judgment or order of the English courts in connection with this Agreement shall is conclusive and binding on it and may be brought enforced against it in the courts of any other jurisdiction. (b) The Parties agree that the State courts of England are the most appropriate and County of New Yorkconvenient courts to settle any Dispute and, oraccordingly, if it has or can acquire subject matter jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties irrevocably submits that they will not argue to the personal and exclusive jurisdiction of each such court in contrary. (c) The Parties agree that the documents which start any such Proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum in any such Proceeding, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or proceedings relating to this Agreement in a Dispute (“Proceedings”) and any other court. The parties agree that either or both of them may file a copy of this Section with any court documents required to be served in any such Proceeding as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably relation to waive any objections they might have based on personal jurisdiction, improper venue or convenience of forum. Process in any such Proceeding those Proceedings may be served on the Purchaser in accordance with Clause 14.1. These documents may, however, be served in any party anywhere in the world, other manner allowed by Law. (d) The Purchaser shall at all times maintain and ensure that each party agrees that Purchaser Nominee shall maintain an agent for service of process by an overnight delivery service is sufficient and enforceableany other documents in proceedings in England or any other proceedings in connection with the Relevant Documents. In The Purchaser confirms for itself and for each Purchaser Nominee that such agent shall be BBAM UK Limited, Xxxxxxx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxx Way, Bracknell, G 1WA, England and any action claim form, judgment or proceeding other notice of legal process shall be sufficiently served on any Purchaser Nominee if delivered to enforce rights under such agent at its address for the time being. The Purchaser irrevocably undertakes to ensure that it and each Purchaser Nominee shall not revoke the authority of this Agreementagent and if, for any reason, the prevailing party will Seller reasonably requests the Purchaser to do so, it shall procure that each Purchaser Nominee shall promptly appoint another such agent with an address in England and advise the Seller. If, following such a request, Purchaser or Purchaser Nominee fails (as the case may be) to appoint another agent, the Seller shall be entitled to recover reasonable costs appoint one on behalf of such Purchaser Nominee, as relevant, at the Purchaser’s expense. (e) The Seller shall at all times maintain and attorneys’ feesensure that the Seller shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Relevant Documents. The parties hereby waive the right to a trial by jury in any Proceeding brought against the other with respect to this Agreement or their respective performance hereunder. C. If FRESENIUS shall allege in writing Seller confirms that NABI has breached its obligations under Section 6.1, then NABI agrees to make available to FRESENIUS such of its relevant documents for inspection, and such if its personnel for interviews, as agent shall be reasonably requested by FRESENIUS to determine whether such breach has occurred. If FRESENIUS shall not be satisfied with NABI’s performance A.G. Registrars Limited, Corporate Services Department (currently of its commitment in this Section 8.1CXxxxxx Gate, then FRESENIUS’ sole remedy 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx) and any claim form, judgment or other notice of legal process shall be sufficiently served on the Seller if delivered to initiate such agent at its address for the time being. The Seller irrevocably undertakes not to revoke the authority of this agent and if, for any reason, the Purchaser reasonably requests the Seller to do so, it shall promptly appoint another such agent with an address in England and advise the Purchaser. If, following such a Proceeding in accordance with Section 8.1B alleging a breach request, the Seller fails (as the case may be) to appoint another agent, the Purchaser shall be entitled to appoint one on behalf of Section 6.1the Seller at the Seller’s expense.

Jurisdiction and Dispute Resolution. A. This 21.1 The interpretation and construction of this Agreement shall be governed by the laws of England excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Licence Agreement/ArQule, Inc. 21.2 Any dispute, controversy or claim arising out of or relating to this Agreement or the alleged breach, termination or invalidity of this Agreement shall be submitted in the first instance to appropriate management such as the Chief Executive Officer of ArQule or such person's designee of equivalent or superior position and construed to the Chief Executive Officer of Basilea or such person's designee of equivalent or superior position, who shall both use best efforts to meet in person to discuss the same within twenty one (21) days of the receipt by one Party of formal written notice of dispute from the other Party. If the Parties' executives fail to meet, either by telephone, videoconference or in person, to resolve a matter which has been referred to them within such twenty one (21) days or if the meeting between senior executives takes place within such twenty one (21) day period and the senior executives are unable to resolve the dispute, then either Party may refer the dispute to arbitration upon giving written notice to the other and Section 20.3 shall apply. 21.3 Disputes not resolved under Section 21.2 shall be referred and finally determined by arbitration with the WIPO Arbitration Rules subject to the following provisions: (a) the number of arbitrators shall be three (3), the seat of the arbitration shall be London; the arbitral proceedings shall be conducted in English; (b) the arbitration award shall be final and binding on the Parties and shall not be appealable to any court in any jurisdiction; (c) the award may be entered and enforced in any court having competent jurisdiction; and (d) the fees of the arbitration shall be paid as directed by the arbitral tribunal. 21.4 Notwithstanding the foregoing, either Party may seek immediate injunctive or other interim relief from any court of competent jurisdiction with respect to any matter for which monetary damages would not adequately protect such Party's interests or otherwise to enforce and protect any Intellectual Property owned, Controlled or licensed to such Party. 21.5 Any dispute concerning the ownership or inventorship of any Patent Rights arising hereunder in a given jurisdiction shall be determined in accordance with the laws law of the State of New York, without reference to jurisdiction where the conflict of law principles thereof (except that § 5-1401 of the New York General Obligations Law shall apply)inventive contribution was made. For the avoidance of doubt, the parties agree that the UN Convention on the International Sale outcome of Goods any such dispute shall not be applicable affect the licenses granted to Basilea under this Agreement. B. Any action, litigation or suit (collectively, a “Proceeding”) arising out of or relating to this Agreement shall be brought in the courts of the State and County of New York, or, if it has or can acquire subject matter jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties irrevocably submits to the personal and exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum in any such Proceeding, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or relating to this Agreement in any other court. The parties agree that either or both of them may file a copy of this Section with any court in any such Proceeding as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections they might have based on personal jurisdiction, improper venue or convenience of forum. Process in any such Proceeding may be served on any party anywhere in the world, and each party agrees that service of process by an overnight delivery service is sufficient and enforceable. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. The parties hereby waive the right to a trial by jury in any Proceeding brought against the other with respect to this Agreement or their respective performance hereunder. C. If FRESENIUS shall allege in writing that NABI has breached its obligations under Section 6.1, then NABI agrees to make available to FRESENIUS such of its relevant documents for inspection, and such if its personnel for interviews, as shall be reasonably requested by FRESENIUS to determine whether such breach has occurred. If FRESENIUS shall not be satisfied with NABI’s performance of its commitment in this Section 8.1C, then FRESENIUS’ sole remedy shall be to initiate a Proceeding in accordance with Section 8.1B alleging a breach of Section 6.1.

Jurisdiction and Dispute Resolution. A. This (a) The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of law principles thereof (except that § 5-1401 of the New York General Obligations Law shall apply). For the avoidance of doubt, the parties agree that the UN Convention on the International Sale of Goods shall not be applicable to this Agreement. B. Any action, litigation or suit (collectively, a “ProceedingDispute”) including: (i) a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity; and (ii) any non-contractual obligations arising out of or relating in connection with this Agreement. For such purposes each Party irrevocably submits to the jurisdiction of the English courts, waives any objections to the jurisdiction of those courts and irrevocably agrees that a judgment or order of the English courts in connection with this Agreement shall is conclusive and binding on it and may be brought enforced against it in the courts of any other jurisdiction. (b) The Parties agree that the State courts of England are the most appropriate and County of New Yorkconvenient courts to settle any Dispute and, oraccordingly, if it has or can acquire subject matter jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties irrevocably submits that they will not argue to the personal and exclusive jurisdiction of each such court in contrary. (c) The Parties agree that the documents which start any such Proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum in any such Proceeding, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or proceedings relating to this Agreement in a Dispute (“Proceedings”) and any other court. The parties agree that either or both of them may file a copy of this Section with any court documents required to be served in any such Proceeding as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably relation to waive any objections they might have based on personal jurisdiction, improper venue or convenience of forum. Process in any such Proceeding those Proceedings may be served on the Purchaser in accordance with Clause 13.1. These documents may, however, be served in any party anywhere in the world, other manner allowed by Law. (d) The Purchaser shall at all times maintain and ensure that each party agrees that Purchaser Nominee shall maintain an agent for service of process by an overnight delivery service is sufficient and enforceableany other documents in proceedings in England or any other proceedings in connection with the Relevant Documents. In The Purchaser confirms for itself and for each Purchaser Nominee that such agent shall be BBAM UK Limited, Xxxxxxx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxx Way, Bracknell, G 1WA, England and any action claim form, judgment or proceeding other notice of legal process shall be sufficiently served on any Purchaser Nominee if delivered to enforce rights under such agent at its address for the time being. The Purchaser irrevocably undertakes to ensure that it and each Purchaser Nominee shall not revoke the authority of this Agreementagent and if, for any reason, the prevailing party will Seller reasonably requests the Purchaser to do so, it shall procure that each Purchaser Nominee shall promptly appoint another such agent with an address in England and advise the Seller. If, following such a request, Purchaser or Purchaser Nominee fails (as the case may be) to appoint another agent, the Seller shall be entitled to recover reasonable costs appoint one on behalf of such Purchaser Nominee, as relevant, at the Purchaser’s expense. (e) The Seller shall at all times maintain and attorneys’ feesensure that the Seller and each Lessee that is or is to be party to a Relevant Document shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Relevant Documents. The parties hereby waive the right to a trial by jury in any Proceeding brought against the other with respect to this Agreement or their respective performance hereunder. C. If FRESENIUS shall allege in writing Seller confirms (for itself and each such Lessee) that NABI has breached its obligations under Section 6.1, then NABI agrees to make available to FRESENIUS such of its relevant documents for inspection, and such if its personnel for interviews, as agent shall be reasonably requested by FRESENIUS A.G. Registrars Limited, Corporate Services Department (currently of Xxxxxx Gate, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx) and any claim form, judgment or other notice of legal process shall be sufficiently served on the Seller or any such Lessee if delivered to determine whether such breach has occurredagent at its address for the time being. If FRESENIUS The Seller irrevocably undertakes not to revoke and to ensure that each such Lessee shall not be satisfied revoke the authority of this agent and if, for any reason, the Purchaser reasonably requests the Seller to do so, it shall promptly appoint and procure that each such Lessee shall promptly appoint another such agent with NABI’s performance of its commitment an address in this Section 8.1CEngland and advise the Purchaser. If, then FRESENIUS’ sole remedy following such a request, the Seller and/or any such Lessee fail or fails (as the case may be) to appoint another agent, the Purchaser shall be entitled to initiate a Proceeding in accordance with Section 8.1B alleging a breach appoint one on behalf of Section 6.1the Seller and/or such Lessee at the Seller’s expense.

Jurisdiction and Dispute Resolution. A. This (a) The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the conflict of law principles thereof (except that § 5-1401 of the New York General Obligations Law shall apply). For the avoidance of doubt, the parties agree that the UN Convention on the International Sale of Goods shall not be applicable to this Agreement. B. Any action, litigation or suit (collectively, a “ProceedingDispute”) including: (i) a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity; and (ii) any non-contractual obligations arising out of or relating in connection with this Agreement. For such purposes each Party irrevocably submits to the jurisdiction of the English courts, waives any objections to the jurisdiction of those courts and irrevocably agrees that a judgment or order of the English courts in connection with this Agreement shall is conclusive and binding on it and may be brought enforced against it in the courts of any other jurisdiction. (b) The Parties agree that the State courts of England are the most appropriate and County of New Yorkconvenient courts to settle any Dispute and, oraccordingly, if it has or can acquire subject matter jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties irrevocably submits that they will not argue to the personal and exclusive jurisdiction of each such court in contrary. (c) The Parties agree that the documents which start any such Proceeding, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum in any such Proceeding, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any Proceeding arising out of or proceedings relating to this Agreement in a Dispute (“Proceedings”) and any other court. The parties agree that either or both of them may file a copy of this Section with any court documents required to be served in any such Proceeding as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably relation to waive any objections they might have based on personal jurisdiction, improper venue or convenience of forum. Process in any such Proceeding those Proceedings may be served on the Purchaser in accordance with Clause 22.9 (Notices). These documents may, however, be served in any party anywhere in the world, other manner allowed by Law. (d) The Purchaser shall at all times maintain and ensure that each party agrees that Purchaser Nominee shall maintain an agent for service of process by an overnight delivery service is sufficient and enforceableany other documents in proceedings in England or any other proceedings in connection with the Transaction Documents. In The Purchaser confirms for each Purchaser Nominee that such agent shall be BBAM UK Limited of Xxxxxxx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxx Xxx, Xxxxxxxxx, XX00 0XX, Xxxxxxx and any action claim form, judgment or proceeding other notice of legal process shall be sufficiently served on any Purchaser Nominee if delivered to enforce rights under such agent at its address for the time being. The Purchaser irrevocably undertakes to ensure that each Purchaser Nominee shall not revoke the authority of this Agreementagent and if, for any reason, the prevailing party will Vendor reasonably requests the Purchaser to do so, it shall procure that each Purchaser Nominee shall promptly appoint another such agent with an address in England and advise the Vendor. If, following such a request, the Purchaser Nominee fails (as the case may be) to appoint another agent, the Vendor shall be entitled to recover reasonable costs appoint one on behalf of such Purchaser Nominee, as relevant, at the Purchaser’s expense. (e) The Vendor shall at all times maintain and attorneys’ feesensure that the Vendor and each Vendor Group Undertaking that is or is to be party to a Transaction Document shall maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with the Transaction Documents. The parties hereby waive the right to a trial by jury in any Proceeding brought against the other with respect to this Agreement or their respective performance hereunder. C. If FRESENIUS shall allege in writing Vendor confirms (for itself and each such Vendor Group Undertaking) that NABI has breached its obligations under Section 6.1, then NABI agrees to make available to FRESENIUS such of its relevant documents for inspection, and such if its personnel for interviews, as agent shall be reasonably requested by FRESENIUS A.G. Registrars Limited, Corporate Services Department of Xxxxxx Gate, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX and any claim form, judgment or other notice of legal process shall be sufficiently served on the Vendor or any such Vendor Group Undertaking if delivered to determine whether such breach has occurredagent at its address for the time being. If FRESENIUS The Vendor irrevocably undertakes not to revoke and to ensure that each such Vendor Group Undertaking shall not be satisfied revoke the authority of this agent and if, for any reason, the Purchaser reasonably requests the Vendor to do so, it shall promptly appoint and procure that each such Vendor Group Undertaking shall promptly appoint another such agent with NABI’s performance of its commitment an address in this Section 8.1CEngland and advise the Purchaser. If, then FRESENIUS’ sole remedy following such a request, the Vendor and/or any such Vendor Group Undertaking fail or fails (as the case may be) to appoint another agent, the Purchaser shall be entitled to initiate a Proceeding in accordance with Section 8.1B alleging a breach appoint one on behalf of Section 6.1.the Vendor and/or such Vendor Group Undertaking at the Vendor’s expense. [The remainder of this page is intentionally left blank] 1. PORTFOLIO A(a) No. Manufacturer’s serial number Aircraft type Manufacturer’s serial numbers of Airframe Engines Asset Owner Lessee Existing Lessor 1. 2926 A320-216 577781 and 577786 AAC Cayman 1 Limited Pakistan International Airlines Corporation Asia Aviation Capital Limited 2. 2989 A320-216 577861 and 577862 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 3. 4302 A320-216 699880 and 699885 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 4. 4346 A320-216 699933 and 000000 Xxxxx Xxxxxxxxxxxxx Xxxxxxx XxxXxxx (Xxxxx) Limited Red Lotus Aviation Limited 5. 4367 A320-216 699965 and 699967 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 6. 4390 A320-216 699979 and 699990 Merah Sembilanbelas Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 7. 5420 A320-216 645403 and 645404 Merah Duapuluhtujuh Limited Thai AirAsia Co., Ltd. AirAsia (Mauritius) Limited 8. 3064 A320-216 697170 and 697171 SNC Rivoli Palais Royal 3 Philippines AirAsia, Inc. Merah Putih 2, Inc. 9. 2816 A320-216 577646 and 577647 AAC Cayman 1 Limited Philippines AirAsia, Inc. Merah Putih 2, Inc. 10. 5200 A320-214 645167 and 645168 Merah Duapuluhenam Limited PT Indonesia AirAsia Merah Putih 2, Inc.