Common use of Solution of Conflicts Clause in Contracts

Solution of Conflicts. In the occurrence of any disagreement or conflict arising from this Agreement or in any way related to it, including in regard to is interpretation, validity or extinction, the conflict or disagreement shall be settled by arbitration, regulated by the present clause. 14.12.1 The dispute will be submitted to Bovespa’s Market Arbitration Chamber (“Chamber”), according to its arbitration regulation (“Regulation”) valid on the date of the instauration of arbitration request. 14.12.2 The arbitral decision will be definitive, not appealable and will link the Parties, Shareholders and their successors who commit to comply with them spontaneously. 14.12.3 The arbitration will be headquartered in the city of São Paulo, State of São Paulo, Brazil, and will be conducted in the Portuguese language. The applicable law will be Brazilian and the arbitrators cannot decide by equity. 14.12.4 The Arbitral Court will be constituted of 3 (three) arbitrators, where each party will indicate one arbitrator, who, in common agreement, will nominate the third arbitrator who will serve as President of the Arbitral Court. The Original Shareholders and Xxxxxx shall indicate their arbitrators within 15 (fifteen) days subsequent to the final deadline of the term for the answer of the requested party. In the case of more than one plaintiff or defendant, the content of the Regulation on this subject shall be observed. All and any conflict, issue, disagreement or omission regarding the indication of the arbitrators by the parties, as well as the choice of the third arbitrator, shall be adjudicated or provided by the Chamber. 14.12.5 The arbitral procedure will continue in spite of any of the parties, including in the case of a lack of answer from the petitioner to the requirement of arbitration institution. 14.12.6 Each party will cover the costs and expenses incurred by them during the arbitration, and the parties will divide proportionally the costs and expenses which cannot be attributed to one of them. The arbitral award will assign the defeated party with the final responsibility for the costs of the proceeding, including attorney’s fees in the total amount established by the award. 14.12.7 Each Party and Shareholder remains with the right to request in the competent court of law, the legal measures seeking the obtainment of urgency, caution or anticipative measures, provided this is done previous to the instauration of the arbitral court, without it being interpreted as a waiver to arbitration. In that case, the Chamber must be immediately informed of the decision pronounced about the measure requested to the court of law. After the institution of the arbitration, with nomination accepted by all the arbitrators, such measures must be requested to the arbitral court, which can grant the urgent, temporary and definitive custodies which it considers appropriate, including those related to specific compliance to the obligations foreseen in this Agreement. For the coercive enforcement of the measures granted in the scope of the arbitration, and other legal procedures expressly admitted in Law n° 9.307/96, the Parties and Shareholders elect the Central Court of the City of São Paulo, Capital County, with express waiver to seek any other court, notwithstanding how much more privileged it can be. For the act of enforcement of the arbitral sentence the Parties and Shareholders elect the court of the judgment debtor domicile, or any other place where this one has assets subject to execution, at the execution creditor’s discretion. 14.12.8 The Parties agree that the Arbitration shall be maintained confidential and its elements (including the Parties’ allegations, proofs, awards and other third party manifestations and any other documents presented or exchanged in the course of the arbitral procedure), will only be disclosed to the Arbitral Court, the parties, their attorneys and any other person necessary for the development of the Arbitration, except if disclosure is required to comply with the obligations established by law or by any other competent authority. 14.12.9 The Consenting Intervening Parties are expressly bound to all the purposes and effects of right to the present arbitration clause.

Solution of Conflicts. In the occurrence of 15.1 The Parties shall endeavor to solve amicably any disagreement doubts or conflict disputes arising from the performance or interpretation of the clauses of this Agreement or in (hereinafter referred to as the “Conflict”). However, if no amicable solution could be reached within 30 (thirty) days, from the date of notice from one Party to the other on any way related to it, including in regard to is interpretation, validity or extinctionexisting Conflict, the conflict or disagreement subject shall be settled by arbitration, regulated by the present clause. 14.12.1 The dispute will be submitted to Bovespa’s Market Arbitration Chamber (“Chamber”), according to its the arbitration regulation (“Regulation”) valid on the date of the instauration of arbitration requestin accordance with this Clause 15. 14.12.2 15.1.1 The arbitral decision will Arbitration shall be definitive, not appealable and will link the Parties, Shareholders and their successors who commit to comply with them spontaneously. 14.12.3 The arbitration will be headquartered performed in the city City of São Paulo, State of São PauloPaulo before CCBC, Brazilaccording to CCBC Arbitration Rules in force at the arbitration (hereinafter referred to as “CCBC Rules”) taking into account any amendment to such rules made by the Parties under joint understanding. The arbitration shall be carried out in Portuguese language. 15.1.2 The arbitration shall be carried out by three Arbitrators, and of which one will be conducted appointed by the Party requesting the arbitration procedure, the other appointed by respondent Party in the Portuguese language. The applicable law will be Brazilian and the arbitrators cannot decide by equity. 14.12.4 The Arbitral Court will be constituted of 3 (three) arbitrators, where each party will indicate one arbitrator, who, in common agreement, will nominate the third arbitrator who will serve as President of the Arbitral Court. The Original Shareholders and Xxxxxx shall indicate their arbitrators within 15 (fifteen) days subsequent to the final deadline of the term for the answer of the requested party. In the case of more than one plaintiff or defendant, the content of the Regulation on this subject shall be observed. All and any conflict, issue, disagreement or omission regarding the indication of the arbitrators by the parties, as well as the choice of the third arbitrator, shall be adjudicated or provided by the Chamber. 14.12.5 The arbitral procedure will continue in spite of any of the parties, including in the case of a lack of answer from the petitioner to the requirement of arbitration institution. 14.12.6 Each party will cover the costs and expenses incurred by them during the arbitrationproceeding, and the parties will divide proportionally third, to be the costs and expenses which cannot be attributed to one of them. The arbitral award will assign the defeated party with the final responsibility for the costs of the proceeding, including attorney’s fees in the total amount established by the award. 14.12.7 Each Party and Shareholder remains with the right to request in the competent court of law, the legal measures seeking the obtainment of urgency, caution or anticipative measures, provided this is done previous to the instauration Chairman of the arbitral court, without it being interpreted shall be chosen jointly by the Arbitrators previously appointed by the Parties. 15.1.3 The arbitration award should be made in writing, shall indicate its reasons and grounds, and shall be final, binding and enforceable to the Parties in accordance with is provisions. The Parties agree that the arbitration sentence shall be a solution for the Conflict among them and they shall accept such arbitration sentence as the true expression of their will in respect to the Conflict. The arbitration court shall grant any measure available and proper according to the laws applicable to this Agreement, including the specific execution. The arbitration sentence shall include a waiver provision on the costs allocation, including the reasonable lawyers’ fees and out-of-pocket. The Parties herein agree that each one shall bear its own costs during the arbitration performance. The Party receiving and unfavorable arbitration sentence shall reimburse the other Party for all and any expense and reasonable cost incurred, including but not limited to arbitrationlawyers’ fees and travel expenses. In The execution of the arbitration award should be carried out by any court or tribunal with venue on the Parties, their location or their assets. 15.1.4 The Parties recognize that caseany one of them may request a preliminary measure or injunction from a court. Therefore, the Chamber must be immediately informed application for a preliminary measure or injunction, either before or after the beginning of the decision pronounced about the measure requested arbitration proceeding according to the court of law. After the institution of the arbitrationCCBC Rules, should not be deemed inconsistent with nomination accepted by all the arbitrators, such measures must be requested to the arbitral court, which can grant the urgent, temporary and definitive custodies which it considers appropriate, including those related to specific compliance to the obligations foreseen or waiving any provision contained in this Agreementclause. For the coercive enforcement of the measures granted in the scope of the arbitration, and other legal procedures expressly admitted in Law n° 9.307/96, the Parties and Shareholders elect the Central Court The Courts of the City of São Paulo, Capital CountyState of São Paulo are elected herein, with express waiver renouncing to seek any other court, notwithstanding how much more however privileged it can might be. For In addition to the act of enforcement authority of the arbitral sentence arbitration court established according to CCBC Rules such court must have the Parties authority to impose provisional measures including precautionary or preliminary measures, when deemed fair and Shareholders elect the court of the judgment debtor domicile, or any other place where this one has assets subject to execution, at the execution creditor’s discretionequitable. 14.12.8 The Parties agree that the Arbitration shall be maintained confidential and its elements (including the Parties’ allegations, proofs, awards and other third party manifestations and any other documents presented or exchanged in the course of the arbitral procedure), will only be disclosed to the Arbitral Court, the parties, their attorneys and any other person necessary for the development of the Arbitration, except if disclosure is required to comply with the obligations established by law or by any other competent authority. 14.12.9 The Consenting Intervening Parties are expressly bound to all the purposes and effects of right to the present arbitration clause.