This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New Jersey, with the exception of its conflict of laws rules. The Parties will attempt to settle any dispute, claim or controversy arising out of this Agreement through consultation and negotiation in good faith and in a spirit of mutual cooperation. In the event of any dispute which the Parties cannot resolve between them through negotiation, the Parties shall attempt to resolve the dispute through non-binding mediation. Parties shall select a mutually-acceptable mediator ten (10) days after written notice by either Party demanding mediation with venue in the County of Somerset, New Jersey. Neither Party may unreasonably withhold its consent to the selection of a mediator, and the Parties will share the costs of the mediation (or other ADR) equally. ’By mutual agreement, however, the Parties may postpone mediation until each has completed some specified but limited discovery about the dispute. The Parties may also agree to replace mediation with some other form of ADR, such as neutral fact-finding or a minitrial. If the non-binding mediation or other agreed to ADR mechanism does not resolve the dispute, claim or controversy arising out of this agreement, either Party may pursue or exhaust any remedy, including any legal or equitable relief. Purchaser may place payments under the Transaction Agreement in an escrow account pending final resolution of any dispute.