Common use of Arbitration; Consent to Jurisdiction Clause in Contracts

Arbitration; Consent to Jurisdiction. (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 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, difference or controversy arising out of, resulting from or in connection with this Agreement (a “Dispute”) shall be 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 by a sole arbitrator and in accordance with the rules of the Arbitration Law, except as otherwise provided herein. The arbitration shall be conducted in Tel-Aviv, Israel or such other place mutually acceptable to the Buyer and the Representative. The arbitration (including any document submitted of filed therein) shall be in the English language. The arbitrator, who shall have necessary expertise in transactions such as the Acquisition and in disputes of the nature arising in connection therewith (the “Arbitrator”), shall be appointed by the Representative and the Buyer, and if no agreement is reached on the identity of the Arbitrator within ten (10) 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 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 Buyer and the Representative. The award of the Arbitrator shall be in writing, state the reasons upon which it is based, and shall be final and binding upon the parties. Any ruling or decision of the Arbitrator may be enforced in any court of competent jurisdiction. This Section 11.10 constitutes an Arbitration Agreement in accordance with the Arbitration Law. In the event of any contradiction between the provisions hereof and the Arbitration Law, the provisions of this Agreement shall prevail.

Arbitration; Consent to Jurisdiction. (a) Other than matters that are referred Each party to the Accounting Expert as provided in connection with the Closing Adjustment in Section 1.3 of this 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, hereby agrees that any dispute, claim, difference Claim or controversy Proceeding against it arising out of, resulting from of or relating in connection with any way to this Agreement (a “Dispute”) shall be submitted to resolved through final and binding arbitration by written notice (a “Notice conducted in the City of Arbitration”) from the Buyer to the Representative or the Representative to BuyerNew York, to be conducted by a sole arbitrator and State of New York in accordance with the rules and regulations of the American Arbitration Law, except as otherwise provided hereinAssociation (“AAA”). The arbitration number of arbitrators shall be conducted in Tel-Avivthree (3), Israel or such other place mutually acceptable one (1) to be nominated by the Buyer Escrow Agent and one by the Company, and the Representative. The arbitration (including any document submitted of filed therein) shall be in the English language. The arbitratorthird, who shall have necessary expertise in transactions such serve as the Acquisition and in disputes of the nature arising in connection therewith (the “Arbitrator”)chairman, shall be appointed nominated by the Representative and the Buyer, and if no agreement is reached on the identity of the Arbitrator within ten two (102) 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 party-nominated arbitrators within fifteen (15) days after following their appointment by the conclusion Escrow Agent and the Company. The decision 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 Buyer and the Representative. The award of the Arbitrator shall be in writing, state the reasons upon which it is based, and 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. Any ruling Nothing contained in this Agreement shall be deemed to prevent a party from seeking equitable or decision of the Arbitrator may be enforced in injunctive relief from any court of competent jurisdictionjurisdiction 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 3.6(b). This Section 11.10 constitutes an Arbitration Agreement The Company hereby irrevocably agrees to appoint Kxxxxx Xxxx & Wxxxxx LLP as agent for the service of process in accordance with the Arbitration LawState of New York to receive, for the Company and on its behalf, service of process in any Claim or Proceeding relating to this Agreement. In If for any reason such agent is unable to act as such, the event of any contradiction between Company will promptly notify the provisions hereof Trustee and the Arbitration LawEscrow Agent and appoint a substitute agent acceptable to the Escrow Agent within thirty (30) days, the provisions of 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 Agreement shall prevailaffect the right of a party to serve process in any other manner permitted by law.

Arbitration; Consent to Jurisdiction. (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 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, difference or controversy All disputes arising out of, resulting from concerning or in connection with related to this Agreement (a “Dispute”other than any Action described in Section 10.10(c)(i)) shall be submitted to final and binding arbitration by written notice finally settled under the CPR Rules for Administered Arbitration of International Disputes (a “Notice of ArbitrationRules”) from by three arbitrators. The party initiating arbitration shall appoint one arbitrator in its notice of arbitration and the Buyer to the Representative respondent (or the Representative to Buyer, to be conducted by a sole respondents jointly) shall then appoint one arbitrator and in accordance with the rules Rules. The two arbitrators so appointed shall nominate the third and presiding arbitrator within thirty (30) days of the Arbitration Lawappointment of the second arbitrator. If any party fails to appoint an arbitrator within the time periods specified herein, except as otherwise provided hereinsuch arbitrator shall, at any party’s request, be appointed by the CPR, in accordance with the Rules. The arbitrators shall be neutral and independent of the parties. The arbitration proceedings shall take place in New York, New York but the legal seat of the arbitration shall be Wilmington, Delaware. The arbitration shall be conducted in Tel-Aviv, Israel or such other place mutually acceptable to the Buyer and the Representative. The arbitration (including any document submitted of filed therein) shall be in the English language. The arbitrator, who shall have necessary expertise in transactions such as the Acquisition and in disputes of the nature arising in connection therewith (the “Arbitrator”), shall be appointed by the Representative and the Buyer, and if no agreement is reached on the identity of the Arbitrator within ten (10) 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 aboveEnglish. The parties agree to 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 reasonable efforts to cause other documents produced by another party in the arbitration hearing and not otherwise in the public domain, except, with respect to be conducted within sixty (60) days after the appointment each of the Arbitrator and foregoing, to use all reasonable efforts the extent that disclosure may be legally required (including to cause the decision of the Arbitrator protect or pursue a legal right) or to be furnished within fifteen (15) days after the conclusion of the enforce or challenge an 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 Buyer and the Representativebefore a court. The award of the Arbitrator shall be in writing, state the reasons upon which it is based, and shall be final and binding upon the partiesparties and shall be the sole and exclusive remedy among the parties regarding any claims, counterclaims, issues or accounting presented to the arbitrator. Any ruling or decision of the Arbitrator may be enforced Nothing in any court of competent jurisdiction. This Section 11.10 constitutes an Arbitration Agreement in accordance with the Arbitration Law. In the event of any contradiction between the provisions hereof and the Arbitration Law, the provisions of this Agreement shall prevailprevent either party from seeking 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 the right to arbitrate.

Arbitration; Consent to Jurisdiction. (a) Other than matters Each party to this letter agreement hereby agrees that are referred to the Accounting Expert as provided in connection with the Closing Adjustment in Section 1.3 of this 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, difference Claim or controversy Proceeding against it arising out of, resulting from of or relating in connection with any way to this Agreement (a “Dispute”) letter agreement shall be submitted to resolved through final and binding arbitration by written notice (a “Notice conducted in the City of Arbitration”) from the Buyer to the Representative or the Representative to BuyerNew York, to be conducted by a sole arbitrator and State of New York in accordance with the rules and regulations of the American Arbitration Law, except as otherwise provided hereinAssociation (“AAA”). The arbitration number of arbitrators shall be conducted in Tel-Avivthree (3), Israel or such other place mutually acceptable one (1) to be nominated by the Buyer Trustee and one by the Company, and the Representative. The arbitration (including any document submitted of filed therein) shall be in the English language. The arbitratorthird, who shall have necessary expertise in transactions such serve as the Acquisition and in disputes of the nature arising in connection therewith (the “Arbitrator”)chairman, shall be appointed nominated by the Representative and the Buyer, and if no agreement is reached on the identity of the Arbitrator within ten two (102) 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 party-nominated arbitrators within fifteen (15) days after following their appointment by the conclusion parties hereto. The decision 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 Buyer and the Representative. The award of the Arbitrator shall be in writing, state the reasons upon which it is based, and 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. Any ruling Nothing contained in this letter agreement shall be deemed to prevent a party from seeking equitable or decision of the Arbitrator may be enforced in injunctive relief from any court of competent jurisdictionjurisdiction 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). This Section 11.10 constitutes an Arbitration Agreement The Company hereby irrevocably agrees to appoint Kxxxxx Xxxx & Wxxxxx LLP as agent for the service of process in accordance with the Arbitration LawState 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. In the event of If for any contradiction between the provisions hereof and the Arbitration Lawreason such agent is unable to act as such, the provisions 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 this Agreement shall prevaila party to serve process in any other manner permitted by law.