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23.3 Sellers' Representative. The Seller's Representative may be replaced at any time by joint notification by the Seller or
their legal successors to the Purchaser. The Sellers' Representative is also authorized and entitled to receive notices
and declarations of the Purchaser to the Sellers.
24. Applicable Law; Arbitration
24.1 This Agreement shall be governed by and shall be construed in accordance with the laws of the Federal Republic of
Germany without giving effect to the choice of law principles thereof which would result in the application of the laws of
another jurisdiction.
24.2 All disputes arising in connection with this Agreement or its validity shall be finally settled according to the Arbitration
Rules of the German Institution of Arbitration e. V. (DIS) as stated in the reference deed dated 12 October 2010 of the
notary public Dr. Oliver Vossius in Munich (Roll of deeds no. V 2435/2010) without recourse to the ordinary courts of
law. A copy of the reference deed was available during notarization process. The copy was read out aloud. The parties
are familiar with the content of the reference deed. The Parties waive their rights to have the reference deed read to add
it as annex.
24.3 The place of arbitration is Stuttgart. The arbitral tribunal consists of three arbitrators. The substantive law of the Federal
Republic of Germany is applicable to the dispute. The language of the arbitral proceedings is English.
25. Other Provisions
25.1 The Purchaser and the Guarantor shall be entitled to freely transfer or assign ( abtreten) their respective rights (or any
part thereof) pursuant to this Agreement to any Affiliate, without a consent of Sellers being necessary for such transfer or
assignment. Otherwise, any transfer or assignment ( Abtretung) of rights existing pursuant to this Agreement shall only
be admissible with the other Parties' consent. Any rights of retention ( Zurückbehaltung) or rights to offset (Aufrechnung)
shall only be permissible where the respective counterclaims have been duly confirmed by final and non appealable
(rechtskräftig) decision by a competent court or arbitration panel.
25.2 This document and the Annexes referred to herein contain all agreements among the parties in regard of the subject
matter hereof and shall supersede all prior agreements including the indicative and binding offers submitted by or on
behalf of the Purchaser, which has been accepted by the Sellers on 27 December 2011. No side or other agreements
have been entered into among the parties with regard to the subject matter of this Agreement except as explicitly
stated otherwise in this Agreement.
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