Common use of LAW AND ARBITRATION Clause in Contracts

LAW AND ARBITRATION. 22.1 This Agreement, and all disputes and controversies arising in connection therewith, shall be governed and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would apply any other law. 22.2 Any dispute which arises between the parties out of or in connection with this Agreement, including but not limited to any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which rules are deemed to be incorporated. 22.3 The place of the arbitration shall be New York City, New York unless otherwise agreed to by the Parties. The language of the arbitration shall be English. The tribunal shall consist of a single arbitrator unless the amount in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard by a panel of three arbitrators, one to be nominated by each Party and the third by the two so nominated. All arbitrators shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicable. 22.4 Any award rendered in such arbitration shall be final and binding upon the Parties hereto and judgment may be entered thereon of any order of enforcement obtained in any courts having jurisdiction. The decision of the arbitrator, or a majority of the arbitrators, shall be reduced to writing and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred in connection with the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable law. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.

LAW AND ARBITRATION. 22.1 9.1 This Agreement, and all disputes and controversies arising in connection therewith, Agreement shall be governed by and construed in accordance with English law and shall otherwise by subject to the laws U.S. Shipping Act of the State of New York without regard to principles of conflict of laws that would apply any other law1984, as amended. 22.2 9.2 Any dispute which arises between the parties arising out of or in connection with this Agreement, including but not limited to any question regarding its existence, validity or termination, Agreement shall be referred to arbitration in London in accordance with Arbitration Act of 1996 or any statutory modification or re-enactment thereof and finally resolved by arbitration conducted in accordance with the Commercial Arbitration Rules of the American London Maritime Arbitrators Association (“LMAA”) in force at the commencement of the arbitration. 9.3 A Party wishing to refer a dispute to arbitration shall serve on the other Party a written Notice of Arbitration Associationin accordance with LMAA Rules. The reference shall be to three arbitrators, unless the parties have agreed to the appointment of a sole arbitrator. 9.4 However, the reference shall be to a sole arbitrator if the LMAA Small Claims Procedure applies to the dispute, which rules are deemed is if the aggregate amount of the claim and/or counterclaim in dispute is less than USD100,000, or is unlikely to exceed USD100,000 or, despite the amount in dispute being greater than this sum, the Parties agree in writing that the claim shall be incorporateddealt with under the LMAA Small Claims Procedure. 22.3 The place 9.5 In cases where the claim or any counterclaim exceeds the sum agreed for the LMAA Small Claims Procedure and neither the claim nor any counterclaim exceeds the sum of US$400,000 (or such other sum as the parties may agree) the Parties may further agree that the arbitration shall be New York Cityconducted in accordance with the LMAA Intermediate Claims Procedure current at the time when the arbitration proceedings are commenced. Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above. 9.6 If three arbitrators are to be appointed, New York unless otherwise agreed each Party shall appoint one arbitrator. Where a Party fails to appoint the arbitrator within thirty (30) calendar days of receipt of a request to do so from the other Party, the appointment shall be made, upon the request of a Party, by the PartiesChairman of LMAA. The language If a sole arbitrator is to be appointed, the Parties may agree who shall be appointed the sole arbitrator and if the Parties are unable to agree on the appointment within thirty (30) calendar days from the date of service of the arbitration Notice of Arbitration, the Chairman of LMAA shall be English. The tribunal shall consist appoint the sole arbitrator upon the application of a single arbitrator unless any of the amount in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard by a panel of three arbitrators, one to be nominated by each Party and the third by the two so nominated. All arbitrators shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicableParties. 22.4 Any 9.7 The award rendered in such arbitration or decision of the arbitration, including its findings of facts and conclusions, shall be final and conclusive and binding upon on the Parties hereto and judgment Parties. Judgement may be entered thereon of any order of enforcement obtained in any courts having jurisdiction. The decision on an award of the arbitrator, or a majority of the arbitrators, shall be reduced to writing arbitration and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred enforceable in connection with the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable lawcourt of competent jurisdiction. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.

LAW AND ARBITRATION. 22.1 This Agreement, and all disputes and controversies arising in connection therewith, Charter shall be governed construed and construed the relations between the parties determined in accordance with the laws of England. The foregoing notwithstanding, no term of this Charter is enforceable under the State Contracts (Rights of New York without regard Third Parties) ▇▇▇ ▇▇▇▇ by a person who is not a party to principles of conflict of laws that would apply any other law. 22.2 Any dispute which arises between the parties it. All disputes or differences arising out of or under this Charter which cannot be amicably resolved shall be referred to arbitration in London. Unless the parties agree upon a sole arbitrator within ***** days of one party requiring the other to do so, each party shall appoint its own arbitrator. The arbitrators so appointed shall appoint a third arbitrator and the reference of any such dispute shall be to the 3-man tribunal thus constituted. If either of the appointed arbitrators refuses to act or is incapable of acting, the party who appointed him shall appoint a new arbitrator in his place. If one party fails to appoint an arbitrator, whether originally or by way of substitution, within ***** weeks after the other party has appointed his arbitrator, and such other party has (by telex, fax or letter) called upon the defaulting party to make the appointment, the President for the time being of the International Chamber of Commerce (“ICC”) shall, upon application of the other party, appoint an arbitrator on behalf of the defaulting party and that arbitrator shall have the like powers to act in the reference and make an award (and, if the case so requires, the like duty in relation to the appointment of a third arbitrator) as if he had been appointed by the defaulting party in accordance with the terms of this Charter. The ICC Rules of Arbitration (the “ICC Rules”) in force at the time when the arbitration proceedings are commenced shall apply to any arbitration arising in connection with this AgreementCharter; provided, including but however, that where the amount in dispute does not limited to exceed the sum of ***** United States Dollars (US$*****) (or such other sum as the parties may agree) any question regarding its existence, validity or termination, dispute shall be referred to and finally resolved by arbitration conducted in accordance with the Commercial Arbitration Rules of Guidelines for Arbitrating Small Claims under the American Arbitration AssociationICC Rules. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, which rules are deemed to be incorporatedAND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). 22.3 The place of the arbitration shall be New York City, New York unless otherwise agreed to by the Parties. The language of the arbitration shall be English. The tribunal shall consist of a single arbitrator unless the amount in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard by a panel of three arbitrators, one to be nominated by each Party and the third by the two so nominated. All arbitrators shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicable. 22.4 Any award rendered in such arbitration shall be final and binding upon the Parties hereto and judgment may be entered thereon of any order of enforcement obtained in any courts having jurisdiction. The decision of the arbitrator, or a majority of the arbitrators, shall be reduced to writing and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred in connection with the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable law. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.

LAW AND ARBITRATION. 22.1 11.1 This Agreement, and all disputes and controversies arising in connection therewith, Agreement shall be governed by and construed in accordance with the laws of England and shall otherwise by subject to the State U.S. Shipping Act of New York without regard to principles of conflict of laws that would apply any other law1984, as amended. 22.2 11.2 Any dispute which arises between the parties or difference arising out of or in connection with this Agreement, including but Agreement which cannot limited to any question regarding its existence, validity or termination, be amicably resolved shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Article 11. The arbitration shall be conducted in accordance with the Commercial London Maritime Arbitration Rules of Association (LMAA) Terms current at the American Arbitration Association, which rules time when the arbitration proceedings are deemed to be incorporatedcommenced. 22.3 11.3 The place reference shall be to three arbitrators. Any Party or Line(s) thereof wishing to refer a dispute to arbitration shall appoint its/their arbitrator and send notice of such appointment in writing to the other Party or Line(s) thereof, requiring the other Party or Line(s) thereof to appoint its/their own arbitrator within fourteen (14) calendar days of that notice, and stating that it will appoint its arbitrator as sole arbitrator unless the other Party or Line(s) appoints its/their own arbitrator and gives notice that it/they have done so within the fourteen (14) days specified. If the other Party or Line(s) thereof does not appoint its own arbitrator and give notice that it/they has done so within the fourteen (14) days specified, the Party referring a dispute to arbitration may, without the requirement of any further prior notice to the other Party or Line(s) thereof, appoint its arbitrator as sole arbitrator and shall advise the other Party or Line(s) thereof accordingly. The award of a sole arbitrator shall be binding on both Parties or the Lines as if he had been appointed by agreement. Nothing herein shall prevent the Parties or Lines agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. 11.4 In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the arbitration shall be New York City, New York unless otherwise agreed to by the Parties. The language of the arbitration shall be English. The tribunal shall consist of a single arbitrator unless the amount conducted in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard by a panel of three arbitrators, one to be nominated by each Party and the third by the two so nominated. All arbitrators shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicable. 22.4 Any award rendered in such arbitration shall be final and binding upon the Parties hereto and judgment may be entered thereon of any order of enforcement obtained in any courts having jurisdiction. The decision of the arbitrator, or a majority of the arbitrators, shall be reduced to writing and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred in connection accordance with the arbitration. The parties shall share LMAA Small Claims Procedure current at the arbitrators' fees and any fees charged by the sponsoring time when arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable lawproceedings are commenced. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.

LAW AND ARBITRATION. 22.1 (a) This Agreement, and all disputes and controversies arising in connection therewith, Agreement shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as solerbitrator arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both Parties as if the sole arbitrator had been appointed by agreement. In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. (b) This Agreement shall be governed by and construed in accordance with Title 9 of the United States Code and the substantive low (not including the choice of law rules) of the State of New York and any dispute arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the Society of Maritime Arbitrators, Inc. In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. (c) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would apply (state place) and any other law. 22.2 Any dispute which arises between the parties arising out of or in connection with this Agreement, including but not limited to any question regarding its existence, validity or termination, Agreement shall be referred to and finally resolved by arbitration conducted in accordance with at (state place), subject to the Commercial Arbitration Rules of the American Arbitration Association, which rules are deemed to be incorporatedprocedures applicable there. 22.3 The place of the arbitration shall be New York City, New York unless otherwise agreed to by the Parties. The language of the arbitration shall be English. The tribunal shall consist of a single arbitrator unless the amount in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard by a panel of three arbitrators, one to be nominated by each Party (a) 16(b) and the third by the two so nominated. All arbitrators shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicable. 22.4 Any award rendered in such arbitration shall be final and binding upon the Parties hereto and judgment may be entered thereon of any order of enforcement obtained in any courts having jurisdiction. The decision of the arbitrator, or a majority of the arbitrators, shall be reduced to writing and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred in connection with the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable law. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.16

LAW AND ARBITRATION. 22.1 Governing Law 20.1 This Agreement, and all disputes and controversies arising in connection therewith, Agreement shall be governed exclusively interpreted and construed enforced in accordance with the laws of the State of New York without regard to principles of conflict of laws that would apply Germany. Dispute Resolution 20.2 Except as otherwise provided in this Agreement, any other law. 22.2 Any dispute and all disputes, controversies, or differences which arises may arise between the parties out of Parties hereto in relation to or in connection with this Agreement, including but not limited to any question regarding its existenceor the alleged breach, validity termination, or terminationinvalidity of this Agreement, shall be referred submitted to and the Management Committee. 20.3 Any dispute that is not resolved pursuant to Section 20.2 within thirty (30) days after receipt by a Party of notice of such dispute from the other Party, shall be finally resolved by binding arbitration conducted in accordance with this Section 20.3. Any arbitration under this Section 20.3 shall be conducted with the Commercial Arbitration applicable Rules of the American Arbitration Association, which rules are deemed to be incorporated. 22.3 The place International Chamber of the Commerce (lCC). All arbitration hearings shall be New York Cityconducted in London, New York unless otherwise agreed to by England, and the Parties. The language of the arbitration used in any such proceeding (and for all testimony, evidence and written documentation) shall be English. The tribunal shall consist of a single arbitrator unless . 20.4 If the amount in controversy exceeds $1,000,000controversy, in which case either party may demand that including claims and counterclaims, is less than *** U.S. Dollars (US$***) or if injunctive relief is the matter be heard by a panel of three arbitratorsonly relief requested, one to be nominated by each Party and the third by the two so nominated. All arbitrators there shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration one arbitrator, who shall be scheduled to be completed no later than selected jointly by ENDO and GRÜNENTHAL within twenty day after receipt by respondent of a copy of the demand for arbitration. Such arbitrator shall have ninety (90) days after arbitration is commenced from the date of appointment to render a decision. If the extent practicableamount 77 of 91 Confidential and Proprietary 1. All proceedings and decisions of the arbitrator(s) shall be deemed confidential information of each of the Parties and shall be subject to Article 13. 22.4 Any award rendered in such arbitration 20.5 Unless the arbitrators otherwise designate, each Party shall be final and binding upon bear fifty percent (50%) of the Parties hereto and judgment may be entered thereon costs of any order arbitration under this Article 20 and of enforcement obtained in any courts having jurisdiction. The decision of the arbitrator, or a majority of engaging the arbitrators, and all of its own costs (including attorney and expert fees) incurred with respect thereto. 20.6 Notwithstanding anything to the contrary, any and all issues except for any issue between the Parties regarding the scope, construction, validity and enforceability of one or more patents shall be reduced to writing determined in a court of competent jurisdiction under the local patent laws of the jurisdictions having issued the patent or patents in question. 78 of 91 Confidential and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred in connection with the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable law. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.Proprietary

LAW AND ARBITRATION. 22.1 This Agreement, and all disputes and controversies arising in connection therewith, Charter shall be governed construed and construed the relations between the parties determined in accordance with the laws of England. The foregoing notwithstanding, no term of this Charter is enforceable under the State Contracts (Rights of New York without regard Third Parties) ▇▇▇ ▇▇▇▇ by a person who is not a party to principles of conflict of laws that would apply any other law. 22.2 Any dispute which arises between the parties it. All disputes or differences arising out of or under this Charter which cannot be amicably resolved shall be referred to arbitration in London. Unless the parties agree upon a sole arbitrator within ***** days of one party requiring the other to do so, each party shall appoint its own arbitrator. The arbitrators so appointed shall appoint a third arbitrator and the reference of any such dispute shall be to the 3-man tribunal thus constituted. If either of the appointed arbitrators refuses to act or is incapable of acting, the party who appointed him shall appoint a new arbitrator in his place. If one party fails to appoint arbitrator, whether originally or by way of substitution, within ***** ***** weeks after the other party has appointed his arbitrator, and such other party has (by telex, fax or letter) called upon the defaulting party to make the appointment, the President for the time being of the International Chamber of Commerce (“ICC”) shall, upon application of the other Execution version re Hull 1689 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). party, appoint an arbitrator on behalf of the defaulting party and that arbitrator shall have the like powers to act in the reference and make an award (and, if the case so requires, the like duty in relation to the appointment of a third arbitrator) as if he had been appointed by the defaulting party in accordance with the terms of this Charter. The ICC Rules of Arbitration (the “ICC Rules”) in force at the time when the arbitration proceedings are commenced shall apply to any arbitration arising in connection with this AgreementCharter; provided, including but however, that where the amount in dispute does not limited to exceed the sum of ***** United States Dollars (US$*****) (or such other sum as the parties may agree) any question regarding its existence, validity or termination, dispute shall be referred to and finally resolved by arbitration conducted in accordance with the Commercial Arbitration Rules of Guidelines for Arbitrating Small Claims under the American Arbitration Association, which rules are deemed to be incorporatedICC Rules. 22.3 The place of the arbitration shall be New York City, New York unless otherwise agreed to by the Parties. The language of the arbitration shall be English. The tribunal shall consist of a single arbitrator unless the amount in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard by a panel of three arbitrators, one to be nominated by each Party and the third by the two so nominated. All arbitrators shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicable. 22.4 Any award rendered in such arbitration shall be final and binding upon the Parties hereto and judgment may be entered thereon of any order of enforcement obtained in any courts having jurisdiction. The decision of the arbitrator, or a majority of the arbitrators, shall be reduced to writing and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred in connection with the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable law. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.