Common use of APPLICABLE LAW AND CONSENT TO JURISDICTION Clause in Contracts

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the laws of another jurisdiction. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, to the fullest extent permitted by applicable law and the Articles, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareNew York, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company Companies and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration or proceeding commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court; and (d) waive, and agree not to plead or to make, any claim US-DOCS\127251117.4 that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement14(a) hereof, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in any state or federal court of competent jurisdiction in the State of Delaware Court (the “Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration or proceeding commenced by Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. ​ This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.. ​

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 11(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court of Chancery of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its choice or conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 17(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Chancery Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Chancery Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Chancery Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Chancery Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. (a) This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareNew York, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by the Applicable Law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware New York Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware New York Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware New York Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware New York Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration or Proceeding commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts of its conflict-of-laws rules or any other law principles or rule that would result in the application of cause the laws of another jurisdictionany other jurisdiction to apply. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the The Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (a) agree that that, unless Indemnitee has sought an award in arbitration, any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware CourtCourt of Chancery; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by the Indemnitee pursuant to Section 14.1 13(a) of this Agreement, the Company Indemnitors and the Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration or proceeding commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware Court (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. (a) This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of DelawareNew York, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this Agreement, to the fullest extent permitted by the Applicable Law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware New York Court and not in any other state or federal court in the United States of America or any court ​ in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware New York Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware New York Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware New York Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.

APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts its conflict of law principles that would result in the application of the laws of another jurisdictionrules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 14(a) of this -15- |US-DOCS\126606244.2|| Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: unconditionally (ai) agree that any action or proceeding Proceeding arising out of or in connection with this Agreement shall may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country; , (bii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding Proceeding arising out of or in connection with this Agreement; , (ciii) waive any objection to the laying of venue of any such action or proceeding Proceeding in the Delaware Court; , and (div) waive, and agree not to plead or to make, any claim that any such action or proceeding Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.