Common use of ARBITRATION AND DISPUTE RESOLUTION Clause in Contracts

ARBITRATION AND DISPUTE RESOLUTION. 15. 1 In the event a dispute, controversy or claim arising out of or in relation to or in connection with the existence, validity, interpretation, implementation, termination, enforceability, alleged breach or breach of this Agreement or the Engagement Letters, including any non-contractual disputes or claims, (the “Dispute”), the Parties to such Dispute shall attempt, in the first instance, to resolve such Dispute through amicable discussions among such disputing parties. In the event that such Dispute cannot be resolved through amicable discussions within a period of seven (7) Working days after the first occurrence of the Dispute, the Parties (the “Disputing Parties”) shall, by notice in writing to each other, refer the Dispute to binding arbitration to be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended (the “Arbitration Act”). 15. 2 Any reference of the Dispute to arbitration under this Agreement shall not affect the performance of terms, other than the terms related to the matter under arbitration, by the Parties under this Agreement and the Engagement Letters. 15. 3 The arbitration shall be conducted as follows: a. all proceedings in any such arbitration shall be conducted, and the arbitral award shall be rendered, in the English language; b. all Disputes between the Parties arising out of or in connection with this Agreement shall be referred to or submitted to arbitration in Mumbai, India; c. the arbitration shall be conducted by a panel of three arbitrators. Each disputing party shall appoint one arbitrator within a period of thirty (30) Working Days from the initiation of the Dispute and the two (2) arbitrators shall appoint the third or the presiding arbitrator. In the event that there are more than two (2) disputing parties, then such arbitrator(s) shall be appointed in accordance with the Arbitration Act; and each of the arbitrators so appointed shall have at least five years of relevant experience in the area of securities and/or commercial laws; d. the arbitrators shall have the power to award interest on any sums awarded; e. the arbitration award shall state the reasons on which it was based; f. the arbitration award shall be final, conclusive and binding on the Disputing Parties and shall be subject to enforcement in any court of competent jurisdiction; g. the disputing Parties shall share the costs of such arbitration proceedings equally unless otherwise awarded or fixed by the arbitrators; h. the arbitrators may award to a disputing Party its costs and actual expenses including fees of counsel to such disputing Party that substantially prevails on the merits in any Dispute referred to arbitration under this Agreement; i. the disputing Parties shall co-operate in good faith to expedite the conduct of any arbitral proceedings commenced pursuant to this Agreement; j. any reference made to arbitration under this Agreement shall not affect the performance of terms, other than the terms related to the matter under arbitration, by the Parties under this Agreement and the Engagement Letters; k. Subject to the foregoing provisions, the courts in Mumbai, shall have non-exclusive jurisdiction in relation to proceedings, including with respect to grant of interim relief, sought under the Arbitration Act; and l. Notwithstanding the power of the arbitrators to grant interim relief, the disputing Parties shall have the power to seek appropriate interim relief from the courts of India.

ARBITRATION AND DISPUTE RESOLUTION. 154.1. 1 In The Parties desire that this Agreement operate between them fairly and reasonably. If during the event a dispute, controversy or claim arising out of or in relation to or in connection with the existence, validity, interpretation, implementation, termination, enforceability, alleged breach or breach term of this Agreement Agreement, a dispute arises between the Parties, or one Party perceives the Engagement Lettersother as acting unfairly or unreasonably, including any non-contractual disputes or claimsa question of interpretation arises under this Agreement, then the Parties shall promptly confer and exert their best efforts in good faith to reach a reasonable and equitable resolution of the issue. If the disputing Parties are unable to resolve the issue within twenty (the “Dispute”)20) business days, the Parties to such Dispute matter shall attempt, be resolved in the first instance, to resolve such Dispute through amicable discussions among such disputing partiesaccordance with Section 4.2. 4.2. In the event that the disputing Parties are unable to resolve any dispute hereunder by the procedures set forth in Section 4.1, such Dispute cannot dispute shall be resolved through amicable discussions within a period of seven (7) Working days after the first occurrence of the Dispute, the Parties (the “Disputing Parties”) shall, finally settled by notice in writing to each other, refer the Dispute to binding arbitration to be conducted in accordance with the provisions Rules of Arbitration of the Arbitration and Conciliation Act, 1996, as amended United Nations Commission on International Trade Law (the “"UNCITRAL Arbitration Act”). 15Rules") in effect on the date of this Agreement. 2 Any reference The number of the Dispute to arbitration under this Agreement shall not affect the performance of terms, other than the terms related to the matter under arbitration, by the Parties under this Agreement and the Engagement Letters. 15. 3 The arbitration arbitrators shall be conducted as follows: a. all proceedings in any such arbitration shall be conducted, and the arbitral award shall be rendered, in the English language; b. all Disputes between the Parties arising out of or in connection with this Agreement shall be referred to or submitted to arbitration in Mumbai, India; c. the arbitration shall be conducted by a panel of three arbitrators(3). Each disputing party shall appoint one arbitrator within a period of thirty (30) Working Days from the initiation of the Dispute and the two (2) arbitrators shall appoint the third or the presiding arbitrator. In the event that there are more than two (2) disputing parties, then such arbitrator(s) shall be appointed in accordance with the Arbitration Act; and each of the arbitrators so appointed shall have at least five years of relevant experience in the area of securities and/or commercial laws; d. the arbitrators shall have the power to award interest on any sums awarded; e. the arbitration award shall state the reasons on which it was based; f. the arbitration award shall be final, conclusive and binding on the Disputing Parties and shall be subject to enforcement in any court of competent jurisdiction; g. the disputing Parties shall appoint one (1) arbitrator and they shall jointly appoint the third arbitrator. The third arbitrator shall be chairman of the arbitral tribunal. The President (Prezes) of the Polish Chamber of Commerce (Krajowa Izba Gospodarcza) in Warsaw shall act as the "appointing authority" under the UNCITRAL Arbitration Rules if either disputing Party fails to appoint an arbitrator or if they both fail to appoint jointly the third arbitrator within the limits specified in the UNCITRAL Arbitration Rules. The place of arbitration shall be Warsaw, Poland. The language to be used in the arbitral proceeding shall be English. The disputing Parties shall equally share the expenses of the arbitrator(s) and the administrative costs of such the arbitration proceedings equally unless otherwise awarded or fixed by the arbitrators; h. the arbitrators may award to a proceedings, but each disputing Party shall bear its own costs and actual expenses expenses, including fees and expenses of counsel to such its own legal counsel. The pending of the arbitration proceeding shall not in and of itself relieve either disputing Party that substantially prevails on the merits in any Dispute referred from its duty to arbitration perform under this Agreement; i. the disputing Parties shall co-operate in good faith to expedite the conduct of any arbitral proceedings commenced pursuant to this Agreement; j. any reference made to arbitration under this Agreement shall not affect the performance of terms, other than the terms related to the matter under arbitration, by the Parties under this Agreement and the Engagement Letters; k. Subject to the foregoing provisions, the courts in Mumbai, shall have non-exclusive jurisdiction in relation to proceedings, including with respect to grant of interim relief, sought under the Arbitration Act; and l. Notwithstanding the power of the arbitrators to grant interim relief, the disputing Parties shall have the power to seek appropriate interim relief from the courts of India.

ARBITRATION AND DISPUTE RESOLUTION. 154.1. 1 In the event a dispute, controversy Any dispute or claim arising out of or disagreement shall be submitted to and determined by arbitration in relation to or in connection accordance with the existence, validity, interpretation, implementation, termination, enforceability, alleged breach or breach of this Agreement or AFSA rules (“the Engagement Letters, including any non-contractual disputes or claims, (the “DisputeRules”). Such arbitration shall be held in Sandton, Gauteng, South Africa unless otherwise agreed and shall be held in a summary manner with a view to its being completed as soon as possible. 4.2. There shall be one arbitrator, who shall be, if the Parties to such Dispute question in issue is: 4.2.1. primarily an accounting matter, an independent chartered accountant of not less than 10 (ten) years standing; and 4.2.2. primarily a legal matter, a practising Senior Counsel or commercial attorney of not less than 10 (ten) years standing; and 4.2.3. any other matter, a suitably qualified person. 4.3. The appointment of the arbitrator shall attemptbe agreed upon between the Parties, in the first instance, to resolve such Dispute through amicable discussions among such disputing parties. In the event that such Dispute cannot be resolved through amicable discussions within but failing agreement between them with a period of seven 7 (7seven) Working days after the first occurrence arbitration has been demanded by either of the Dispute, the Parties (the “Disputing Parties”) shall, by notice in writing to each the other, refer the Dispute to binding arbitration to be conducted in accordance with the provisions either of the Arbitration Parties shall be entitled to request the Chairman for the time being of AFSA to make the appointment who, in making the appointment, shall have regard to the nature of the dispute, and Conciliation Act, 1996, as amended (shall have regard to the “Arbitration Act”)parties’ requirement of speedy arbitration. 154.4. 2 Any reference of The arbitrator shall have the Dispute to arbitration powers conferred upon an arbitrator under this Agreement shall not affect the performance of terms, other than the terms related to the matter under arbitration, by the Parties under this Agreement and the Engagement Letters. 15Rules. 3 The arbitration shall be conducted as follows: a. all proceedings in any decision resulting from such arbitration shall be conducted, and the arbitral award shall be rendered, in the English language; b. all Disputes between the Parties arising out of or in connection with this Agreement shall be referred to or submitted to arbitration in Mumbai, India; c. the arbitration shall be conducted by a panel of three arbitrators. Each disputing party shall appoint one arbitrator within a period of thirty (30) Working Days from the initiation of the Dispute and the two (2) arbitrators shall appoint the third or the presiding arbitrator. In the event that there are more than two (2) disputing parties, then such arbitrator(s) shall be appointed in accordance with the Arbitration Act; and each of the arbitrators so appointed shall have at least five years of relevant experience in the area of securities and/or commercial laws; d. the arbitrators shall have the power to award interest on any sums awarded; e. the arbitration award shall state the reasons on which it was based; f. the arbitration award shall be final, conclusive final and binding on the Disputing Parties Parties, and shall may be subject to enforcement in made an order of any court of competent jurisdiction;. Proceedings are to be held in camera and are confidential. The provisions of this clause shall not preclude any other Party from access to an appropriate court of law for: g. 4.4.1. interim relief in the disputing Parties shall share form of an interdict, mandamus or order for specific performance pending the costs outcome of an arbitration in terms hereof or in respect of such arbitration proceedings equally unless otherwise awarded or fixed by expert determination, as the arbitratorscase may be; h. the arbitrators may award to a disputing Party its costs and actual expenses including fees 4.4.2. any other form of counsel to such disputing Party that substantially prevails relief on the merits basis of facts which are not disputed, provided that if a bona fide dispute arises in the courts of the proceeding they shall be stayed pending an arbitration or on the dispute in terms hereof; or 4.4.3. an order for the payment of a liquidated amount of money on the basis of facts which are not bona fide in dispute at the commencement of such proceedings. 4.5. The provisions of this clause 4 and any Dispute referred other clause that is by its nature reasonably intended to arbitration under this Agreement; i. survive termination, shall survive the disputing Parties shall co-operate in good faith to expedite the conduct invalidity and/or termination from whatever cause arising of any arbitral proceedings commenced pursuant to this Agreement; j. any reference made to arbitration under this Agreement shall not affect the performance of terms, other than or all the terms related to the matter under arbitration, by the Parties under of this Agreement and the Engagement Letters; k. Subject to the foregoing provisions, the courts in Mumbai, shall have non-exclusive jurisdiction in relation to proceedings, including with respect to grant of interim relief, sought under the Arbitration Act; and l. Notwithstanding the power of the arbitrators to grant interim relief, the disputing Parties shall have the power to seek appropriate not preclude any Party from seeking interim relief from the courts in a court of Indiacompetent jurisdiction.

ARBITRATION AND DISPUTE RESOLUTION. 15THE PARTIES WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING ANY RIGHT TO A JURY TRIAL, WITH RESPECT TO ANY DISPUTE CONCERNING DETERMINATION OF THE ADJUSTMENTS TO THE PURCHASE PRICE UNDER SECTIONS 1.5(a) AND 1.7 ONLY. 1 In The parties agree that in the event a dispute, controversy or claim arising out of or in relation to or in connection with Buyer and the existence, validity, interpretation, implementation, termination, enforceability, alleged breach or breach of this Agreement or the Engagement Letters, including any non-contractual disputes or claims, (the “Dispute”), the Parties to such Dispute shall attempt, in the first instance, Shareholders' Representative are unable to resolve a dispute concerning determination of the Adjustments to the Purchase Price, such Dispute through amicable discussions among such disputing parties. In the event that such Dispute cannot dispute shall be resolved through amicable discussions within a period of seven (7) Working days after the first occurrence of the Dispute, the Parties (the “Disputing Parties”) shall, exclusively by notice in writing to each other, refer the Dispute to binding arbitration to be conducted in O'Neill, Nebraska in accordance with the provisions of the Arbitration Nebraska statutes for arbitration of civil disputes. Either party may appoint an arbitrator and Conciliation Act, 1996, as amended (the “Arbitration Act”). 15. 2 Any reference of the Dispute to arbitration under this Agreement shall not affect the performance of terms, other than the terms related give notice to the matter under arbitration, by other party. Within ten (10) days of receipt of such notice the Parties under this Agreement and the Engagement Letters. 15. 3 The arbitration shall be conducted as follows: a. all proceedings in any such arbitration shall be conducted, and the arbitral award shall be rendered, in the English language; b. all Disputes between the Parties arising out of or in connection with this Agreement shall be referred to or submitted to arbitration in Mumbai, India; c. the arbitration shall be conducted by a panel of three arbitrators. Each disputing other party shall appoint one an arbitrator within a period of thirty (30) Working Days from the initiation of the Dispute and the two (2) arbitrators shall appoint the third or the presiding arbitrator. In the event that there are more than two (2) disputing parties, then such arbitrator(s) shall be appointed in accordance with the Arbitration Act; and each of the arbitrators so appointed shall, within ten (10) days of appointment of the second arbitrator, appoint a third arbitrator. All three arbitrators shall have be attorneys or certified public accountants with at least five ten (10) years of relevant experience in the area handling of securities and/or commercial laws; d. business sales and acquisitions of a similar nature to the present transaction. The three arbitrators shall have the power to conduct a hearing and shall issue an award interest on any sums awarded; e. the arbitration award shall state the reasons on which it was based; f. the arbitration award shall be final, conclusive final and binding on the Disputing Parties parties, and shall judgment may be subject to enforcement entered on it in any court of competent jurisdiction; g. jurisdiction as otherwise provided by law. In no event shall the disputing Parties shall share arbitrators award punitive damages. The preceding portion of this Section does not apply to any dispute relating to any other provision of the costs Agreement, or to any other aspect of the transactions contemplated herein, and such arbitration proceedings equally unless otherwise awarded or fixed other disputes may be resolved by the arbitrators; h. the arbitrators may award to a disputing Party its costs and actual expenses including fees of counsel to such disputing Party that substantially prevails on the merits in parties by any Dispute referred to arbitration under this Agreement; i. the disputing Parties shall co-operate in good faith to expedite the conduct of any arbitral proceedings commenced pursuant to this Agreement; j. any reference made to arbitration under this Agreement shall not affect the performance of terms, other than the terms related to the matter under arbitration, by the Parties under this Agreement and the Engagement Letters; k. Subject to the foregoing provisions, the courts in Mumbai, shall have non-exclusive jurisdiction in relation to proceedingsmeans available, including without limitation court action and a jury trial. The parties expressly do not waive any right to pursue any remedy available with respect to grant of interim relief, sought under the Arbitration Act; and l. Notwithstanding the power any dispute other than one concerning determination of the arbitrators adjustments to grant interim reliefthe Purchase Price under Sections 1.5(a) and 1.7, and expressly do not waive the disputing Parties shall have the power right to seek appropriate interim relief from the courts of Indiatrial with respect any other dispute.

ARBITRATION AND DISPUTE RESOLUTION. 155.1 The Parties desire that this Agreement operate between them fairly and reasonably. 1 If during the term of this Agreement, a dispute arises between the Parties, or one Party perceives the other as acting unfairly or unreasonably, or a question of interpretation arises under this Agreement, then the Parties shall promptly confer and exert their best efforts in good faith to reach a reasonable and equitable resolution of the issue. If the disputing Parties are unable to resolve the issue within twenty (20) business days, the matter shall be resolved in accordance with Section 5.2 of this Agreement. 5.2 In the event a dispute, controversy or claim arising out of or in relation to or in connection with the existence, validity, interpretation, implementation, termination, enforceability, alleged breach or breach of this Agreement or the Engagement Letters, including any non-contractual disputes or claims, (the “Dispute”), the disputing Parties to such Dispute shall attempt, in the first instance, are unable to resolve any dispute hereunder by the procedures set forth in Section 5.1, such Dispute through amicable discussions among such disputing parties. In the event that such Dispute cannot dispute shall be resolved through amicable discussions within a period of seven (7) Working days after the first occurrence of the Dispute, the Parties (the “Disputing Parties”) shall, finally settled by notice in writing to each other, refer the Dispute to binding arbitration to be conducted in accordance with the provisions Rules of Arbitration of the Arbitration and Conciliation Act, 1996, as amended United Nations Commission on International Trade Law (the “"UNCITRAL Arbitration Act”). 15Rules") in effect on the date of this Agreement. 2 Any reference The number of the Dispute to arbitration under this Agreement shall not affect the performance of terms, other than the terms related to the matter under arbitration, by the Parties under this Agreement and the Engagement Letters. 15. 3 The arbitration arbitrators shall be conducted as follows: a. all proceedings in any such arbitration shall be conducted, and the arbitral award shall be rendered, in the English language; b. all Disputes between the Parties arising out of or in connection with this Agreement shall be referred to or submitted to arbitration in Mumbai, India; c. the arbitration shall be conducted by a panel of three arbitrators(3). Each disputing party shall appoint one arbitrator within a period of thirty (30) Working Days from the initiation of the Dispute and the two (2) arbitrators shall appoint the third or the presiding arbitrator. In the event that there are more than two (2) disputing parties, then such arbitrator(s) shall be appointed in accordance with the Arbitration Act; and each of the arbitrators so appointed shall have at least five years of relevant experience in the area of securities and/or commercial laws; d. the arbitrators shall have the power to award interest on any sums awarded; e. the arbitration award shall state the reasons on which it was based; f. the arbitration award shall be final, conclusive and binding on the Disputing Parties and shall be subject to enforcement in any court of competent jurisdiction; g. the disputing Parties shall appoint one (1) arbitrator and they shall jointly appoint the third arbitrator. The third arbitrator shall be chairman of the arbitral tribunal. The President (Prezes) of the Polish Chamber of Commerce (Krajowa Izba Gospodarcza) in Warsaw shall act as the "appointing authority" under the UNCITRAL Arbitration Rules if either disputing Party fails to appoint an arbitrator or if they both fail to appoint jointly the third arbitrator within the limits specified in the UNCITRAL Arbitration Rules. The place of arbitration shall be Warsaw, Poland. The language to be used in the arbitral proceeding shall be English. The disputing Parties shall equally share the expenses of the arbitrator(s) and the administrative costs of such the arbitration proceedings equally unless otherwise awarded or fixed by the arbitrators; h. the arbitrators may award to a proceedings, but each disputing Party shall bear its own costs and actual expenses expenses, including fees and expenses of counsel to such its own legal counsel. The pending of the arbitration proceeding shall not in and of itself relieve either disputing Party that substantially prevails on the merits in any Dispute referred from its duty to arbitration perform under this Agreement; i. the disputing Parties shall co-operate in good faith to expedite the conduct of any arbitral proceedings commenced pursuant to this Agreement; j. any reference made to arbitration under this Agreement shall not affect the performance of terms, other than the terms related to the matter under arbitration, by the Parties under this Agreement and the Engagement Letters; k. Subject to the foregoing provisions, the courts in Mumbai, shall have non-exclusive jurisdiction in relation to proceedings, including with respect to grant of interim relief, sought under the Arbitration Act; and l. Notwithstanding the power of the arbitrators to grant interim relief, the disputing Parties shall have the power to seek appropriate interim relief from the courts of India.