Common use of Arbitration; Consent to Jurisdiction Clause in Contracts

Arbitration; Consent to Jurisdiction. Each party to this letter agreement hereby agrees that any dispute, Claim or Proceeding against it arising out of or relating in any way to this letter agreement shall be resolved through final and binding arbitration conducted in the City of New York, State of New York in accordance with the rules and regulations of the American Arbitration Association (“AAA”). The number of arbitrators shall be three (3), one (1) to be nominated by the Trustee and one by the Company, and the third, who shall serve as chairman, shall be nominated by the two (2) party-nominated arbitrators within fifteen (15) days following their appointment by the parties hereto. The decision of the arbitrators shall be final and binding on the parties to the fullest extent permitted by law and may be confirmed in, enforceable by and judgment upon the award entered by any court having jurisdiction thereof (with the cost of such arbitrators and arbitration services being borne equally by the parties, or as otherwise directed by the arbitrators), provided, that if any Indemnified Claim is already pending in court of competent jurisdiction at the time of such dispute, then the parties hereto will use their respective commercially reasonable efforts to join any such dispute, Claim or Proceeding with the existing Indemnified Claim in such court rather than commence a separate AAA proceeding relating thereto. Nothing contained in this letter agreement shall be deemed to prevent a party from seeking equitable or injunctive relief from any court of competent jurisdiction sitting in the State of New York, or from bringing an action in such courts to enforce any award or remedies based on a determination by any arbitration pursuant to this Section 4(b). The Company hereby irrevocably agrees to appoint Kxxxxx Xxxx & Wxxxxx LLP as agent for the service of process in the State of New York to receive, for the Company and on its behalf, service of process in any Claim or Proceeding relating to this letter agreement. If for any reason such agent is unable to act as such, the Company will promptly notify the Trustee and appoint a substitute agent acceptable to the Trustee within thirty (30) days, provided, that such agent shall remain authorized to accept such service until such substitute agent has been duly appointed and authorized to act in such capacity. Nothing contained in this letter agreement shall affect the right of a party to serve process in any other manner permitted by law.

Arbitration; Consent to Jurisdiction. Each party (a) Other than matters that are referred to the Accounting Expert as provided in connection with the Closing Adjustment in Section 1.3 of this letter agreement hereby agrees that Agreement and in connection with the Earn Out Payment or Partial Earn Out Payment in Sections 1.4(i) and 1.4(j) of this Agreement, from the Closing and thereafter, any dispute, Claim claim, difference or Proceeding against it controversy arising out of of, resulting from or relating in any way to connection with this letter agreement Agreement (a “Dispute”) shall be resolved through submitted to final and binding arbitration by written notice (a “Notice of Arbitration”) from the Buyer to the Representative or the Representative to Buyer, to be conducted in the City of New York, State of New York by a sole arbitrator and in accordance with the rules and regulations of the American Arbitration Association (“AAA”)Law, except as otherwise provided herein. The number of arbitrators arbitration shall be three (3)conducted in Tel-Aviv, one (1) Israel or such other place mutually acceptable to be nominated by the Trustee and one by the Company, Buyer and the thirdRepresentative. The arbitration (including any document submitted of filed therein) shall be in the English language. The arbitrator, who shall serve have necessary expertise in transactions such as chairmanthe Acquisition and in disputes of the nature arising in connection therewith (the “Arbitrator”), shall be nominated appointed by the two Representative and the Buyer, and if no agreement is reached on the identity of the Arbitrator within ten (210) party-nominated arbitrators days following the submission of such dispute to arbitration, the identity of the Arbitrator will be determined by the President of the Israeli Bar Association, provided, in any event, that the Arbitrator shall have the applicable expertise as described above. The parties agree to use all reasonable efforts to cause the arbitration hearing to be conducted within sixty (60) days after the appointment of the Arbitrator and to use all reasonable efforts to cause the decision of the Arbitrator to be furnished within fifteen (15) days following their appointment after the conclusion of the arbitration hearing. The Arbitrator shall not be bound by procedure Law or rules of evidence and shall have no authority to issue any injunctions, orders or other interlocutory remedies, but will rule consistent with the substantive Law of the State of Israel, disregarding its conflict of Law rules. Pending the Arbitrator’s award the cost of the Arbitrator shall be borne equally by the parties heretoBuyer and the Representative. The decision award of the arbitrators Arbitrator shall be in writing, state the reasons upon which it is based, and shall be final and binding on upon the parties to parties. Any ruling or decision of the fullest extent permitted by law and Arbitrator may be confirmed in, enforceable by and judgment upon the award entered by any court having jurisdiction thereof (with the cost of such arbitrators and arbitration services being borne equally by the parties, or as otherwise directed by the arbitrators), provided, that if any Indemnified Claim is already pending enforced in court of competent jurisdiction at the time of such dispute, then the parties hereto will use their respective commercially reasonable efforts to join any such dispute, Claim or Proceeding with the existing Indemnified Claim in such court rather than commence a separate AAA proceeding relating thereto. Nothing contained in this letter agreement shall be deemed to prevent a party from seeking equitable or injunctive relief from any court of competent jurisdiction sitting jurisdiction. This Section 11.10 constitutes an Arbitration Agreement in accordance with the State Arbitration Law. In the event of New York, or from bringing an action in such courts to enforce any award or remedies based on a determination by any arbitration pursuant to this Section 4(b). The Company hereby irrevocably agrees to appoint Kxxxxx Xxxx & Wxxxxx LLP as agent for contradiction between the service of process in provisions hereof and the State of New York to receive, for the Company and on its behalf, service of process in any Claim or Proceeding relating to this letter agreement. If for any reason such agent is unable to act as suchArbitration Law, the Company will promptly notify the Trustee and appoint a substitute agent acceptable to the Trustee within thirty (30) days, provided, that such agent provisions of this Agreement shall remain authorized to accept such service until such substitute agent has been duly appointed and authorized to act in such capacity. Nothing contained in this letter agreement shall affect the right of a party to serve process in any other manner permitted by lawprevail.

Arbitration; Consent to Jurisdiction. Each party (a) All disputes arising out of, concerning or related to this letter agreement hereby agrees that Agreement (other than any dispute, Claim or Proceeding against it arising out of or relating Action described in any way to this letter agreement Section 10.10(c)(i)) shall be resolved through final finally settled under the CPR Rules for Administered Arbitration of International Disputes (“Rules”) by three arbitrators. The party initiating arbitration shall appoint one arbitrator in its notice of arbitration and binding arbitration conducted in the City of New York, State of New York respondent (or respondents jointly) shall then appoint one arbitrator in accordance with the rules Rules. The two arbitrators so appointed shall nominate the third and regulations presiding arbitrator within thirty (30) days of the American Arbitration Association (“AAA”)appointment of the second arbitrator. If any party fails to appoint an arbitrator within the time periods specified herein, such arbitrator shall, at any party’s request, be appointed by the CPR, in accordance with the Rules. The number of arbitrators shall be three (3)neutral and independent of the parties. The arbitration proceedings shall take place in New York, one (1) to be nominated by New York but the Trustee and one by legal seat of the Company, and the third, who shall serve as chairman, arbitration shall be nominated by the two (2) party-nominated arbitrators within fifteen (15) days following their appointment by the parties heretoWilmington, Delaware. The decision arbitration shall be conducted in English. The parties shall keep confidential: (i) the fact that any arbitration occurred, (ii) any awards awarded in the arbitration, (iii) all materials used, or created for use in, the arbitration, (iv) all other documents produced by another party in the arbitration and not otherwise in the public domain, except, with respect to each of the arbitrators foregoing, to the extent that disclosure may be legally required (including to protect or pursue a legal right) or to enforce or challenge an arbitration award before a court. The award shall be final and binding on upon the parties and shall be the sole and exclusive remedy among the parties regarding any claims, counterclaims, issues or accounting presented to the fullest extent permitted by law and may be confirmed in, enforceable by and judgment upon the award entered by any court having jurisdiction thereof (with the cost of such arbitrators and arbitration services being borne equally by the parties, or as otherwise directed by the arbitrators), provided, that if any Indemnified Claim is already pending in court of competent jurisdiction at the time of such dispute, then the parties hereto will use their respective commercially reasonable efforts to join any such dispute, Claim or Proceeding with the existing Indemnified Claim in such court rather than commence a separate AAA proceeding relating theretoarbitrator. Nothing contained in this letter agreement Agreement shall be deemed to prevent a either party from seeking equitable or injunctive relief provisional measures from any Delaware Court and any appellate court from any decision thereof, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of competent jurisdiction sitting in the State of New York, or from bringing an action in such courts to enforce any award or remedies based on a determination by any arbitration pursuant to this Section 4(b). The Company hereby irrevocably agrees to appoint Kxxxxx Xxxx & Wxxxxx LLP as agent for the service of process in the State of New York to receive, for the Company and on its behalf, service of process in any Claim or Proceeding relating to this letter agreement. If for any reason such agent is unable to act as such, the Company will promptly notify the Trustee and appoint a substitute agent acceptable to the Trustee within thirty (30) days, provided, that such agent shall remain authorized to accept such service until such substitute agent has been duly appointed and authorized to act in such capacity. Nothing contained in this letter agreement shall affect the right of a party to serve process in any other manner permitted by lawarbitrate.

Arbitration; Consent to Jurisdiction. Each party to this letter agreement Agreement hereby agrees that any dispute, Claim or Proceeding against it arising out of or relating in any way to this letter agreement Agreement shall be resolved through final and binding arbitration conducted in the City of New York, State of New York in accordance with the rules and regulations of the American Arbitration Association (“AAA”). The number of arbitrators shall be three (3), one (1) to be nominated by the Trustee Escrow Agent and one by the Company, and the third, who shall serve as chairman, shall be nominated by the two (2) party-nominated arbitrators within fifteen (15) days following their appointment by the parties heretoEscrow Agent and the Company. The decision of the arbitrators shall be final and binding on the parties to the fullest extent permitted by law and may be confirmed in, enforceable by and judgment upon the award entered by any court having jurisdiction thereof (with the cost of such arbitrators and arbitration services being borne equally by the parties, or as otherwise directed by the arbitrators), provided, that if any Indemnified Claim is already pending in court of competent jurisdiction at the time of such dispute, then the parties hereto will use their respective commercially reasonable efforts to join any such dispute, Claim or Proceeding with the existing Indemnified Claim in such court rather than commence a separate AAA proceeding relating thereto. Nothing contained in this letter agreement Agreement shall be deemed to prevent a party from seeking equitable or injunctive relief from any court of competent jurisdiction sitting in the State of New York, or from bringing an action in such courts to enforce any award or remedies based on a determination by any arbitration pursuant to this Section 4(b3.6(b). The Company hereby irrevocably agrees to appoint Kxxxxx Xxxx & Wxxxxx LLP as agent for the service of process in the State of New York to receive, for the Company and on its behalf, service of process in any Claim or Proceeding relating to this letter agreementAgreement. If for any reason such agent is unable to act as such, the Company will promptly notify the Trustee and the Escrow Agent and appoint a substitute agent acceptable to the Trustee Escrow Agent within thirty (30) days, provided, that such agent shall remain authorized to accept such service until such substitute agent has been duly appointed and authorized to act in such capacity. Nothing contained in this letter agreement Agreement shall affect the right of a party to serve process in any other manner permitted by law.