Common use of Applicable Law and Jurisdiction; Service of Process Clause in Contracts

Applicable Law and Jurisdiction; Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York; provided, however, that the terms and conditions of -------- ------- this Agreement relating to the internal affairs of the Company shall be construed in accordance with and governed by the law of the State of Delaware. (b) Each of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each of the parties to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.06. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Applicable Law and Jurisdiction; Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York; provided, however, that to the extent that the -------- ------- terms and conditions of -------- ------- this Agreement relating relate to the internal affairs of the Company Company, such terms and conditions shall be construed in accordance with and governed by the law laws of the State of Delaware. (b) Each of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each of the parties to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.067.07. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Applicable Law and Jurisdiction; Service of Process. (a) This ---------------------------------------------------- Agreement shall be construed in accordance with and governed by the law of the State of New York; provided, however, that the terms and conditions of -------- ------- this Agreement relating to the internal affairs regardless of the Company shall be construed in accordance with and governed by the law laws that might otherwise apply under applicable principles of the State conflicts of Delawarelaws thereof. (b) Any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement or otherwise arising out of the execution hereof, including any claim based on contract, tort or statute, shall be determined, at the request of any party, by arbitration conducted in New York, New York, before and in accordance with the then-existing Rules for commercial Arbitration of the American Arbitration Association (the "Rules"), and any judgment or award ----- rendered by the arbitrator shall be final, binding and unappealable. Any state or federal court having jurisdiction may enter a judgment, or issue an injunction or other equitable relief, on such award. Each of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action for purposes of entering such judgment or proceeding arising out of issuing such injunction or relating to this Agreement, or for recognition or enforcement of any judgment, and each other equitable relief. The pre-trial discovery procedures of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect Federal Rules of Civil Procedure shall apply to any such action arbitration hereunder. Any controversy concerning whether a dispute is an arbitrable dispute or proceeding may be heard and determined in such New York State or, as to the extent permitted interpretation or enforceability of this paragraph shall be determined by lawthe arbitrator. The arbitrator shall be a neutral arbitrator who has expertise in the subject matter(s) of the dispute. The parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable. The designation of the situs or a governing law for this Agreement or the arbitration shall not be deemed an election to preclude application of the Federal Arbitration Act, if it would be applicable. In the arbitrator's award the arbitrator shall allocate, in such Federal court. Each arbitrator's discretion, among the parties to the arbitration all costs of the arbitration, including the fees and expenses of the arbitrator and reasonable attorneys' fees, costs and expert witness expenses of the parties. The parties hereto agrees agree to comply with any award made in any such arbitration proceedings that has become final in accordance with the Rules and agree to the entry of a final judgment in any jurisdiction upon any award rendered in such action or proceeding proceedings becoming final under the Rules. The arbitrator shall be conclusive and may be enforced entitled, if appropriate, to award any remedy in other jurisdictions by suit on such proceedings permitted in a civil proceeding under the judgment or in any other manner provided by law. (c) Each laws of the parties hereby irrevocably State of New York including, if appropriate, monetary damages, specific performance and unconditionally waives, to the fullest extent it may legally all other forms of legal and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtequitable relief. (d) Each of the parties to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.06. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Applicable Law and Jurisdiction; Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York; provided, however, that the terms and conditions of -------- ------- this Agreement relating to the internal affairs of the Company shall be construed in accordance with and governed by the law of the State of Delaware. (b) Each of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each of the parties to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.068.05. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Applicable Law and Jurisdiction; Service of Process. (a) This Agreement Amendment shall be construed in accordance with and governed by the law of the State of New York; provided, however, that the terms and conditions of -------- ------- this Agreement relating to the internal affairs regardless of the Company shall be construed in accordance with and governed by the law laws that might otherwise apply under applicable principles of the State conflicts of Delawarelaws thereof. (b) Any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Amendment or otherwise arising out of the execution hereof, including any claim based on contract, tort or statute, shall be determined, at the request of any party, by arbitration conducted in New York, New York, before and in accordance with the then-existing Rules for commercial Arbitration of the American Arbitration Association (the "Rules"), and any judgment or award rendered by the arbitrator shall be final, binding and unappealable. Any state or federal court having jurisdiction may enter a judgment, or issue an injunction or other equitable relief, on such award. Each of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action for purposes of entering such judgment or proceeding arising out of issuing such injunction or relating to this Agreement, or for recognition or enforcement of any judgment, and each other equitable relief. The pre-trial discovery procedures of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect Federal Rules of Civil Procedure shall apply to any such action arbitration hereunder. Any controversy concerning whether a dispute is an arbitrable dispute or proceeding may be heard and determined in such New York State or, as to the extent permitted interpretation or enforceability of this paragraph shall be determined by lawthe arbitrator. The arbitrator shall be a neutral arbitrator who has expertise in the subject matter(s) of the dispute. The parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable. The designation of the situs or a governing law for this Amendment or the arbitration shall not be deemed an election to preclude application of the Federal Arbitration Act, if it would be applicable. In the arbitrator's award the arbitrator shall allocate, in such Federal court. Each arbitrator's discretion, among the parties to the arbitration all costs of the arbitration, including the fees and expenses of the arbitrator and reasonable attorneys' fees, costs and expert witness expenses of the parties. The parties hereto agrees agree to comply with any award made in any such arbitration proceedings that has become final in accordance with the Rules and agree to the entry of a final judgment in any jurisdiction upon any award rendered in such action or proceeding proceedings becoming final under the Rules. The arbitrator shall be conclusive and may be enforced entitled, if appropriate, to award any remedy in other jurisdictions by suit on such proceedings permitted in a civil proceeding under the judgment or in any other manner provided by law. (c) Each laws of the parties hereby irrevocably State of New York including, if appropriate, monetary damages, specific performance and unconditionally waives, to the fullest extent it may legally all other forms of legal and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtequitable relief. (d) Each of the parties to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.06. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Applicable Law and Jurisdiction; Service of Process. Waiver of Jury ---------------------------------------------------------------------- Trial. ----- (a) This Agreement shall be governed by and construed in accordance with and governed by the law laws of the State of New York; provided, however, York without reference to any applicable principles of conflict of laws to the extent that the terms application of the laws of another jurisdiction would be required thereby. Any and conditions all suits, legal actions or proceedings against any party hereto arising out of -------- ------- this Agreement relating to the internal affairs of the Company shall be construed brought in accordance with and governed by the law United States Federal court sitting in the Southern District of the State of Delaware. (b) Each of the parties to this Agreement hereby irrevocably and unconditionally submitsNew York, for itself and its propertyor, to the exclusive jurisdiction of if such court shall not have jurisdiction, in the Supreme Court of the State of New York sitting in New York the County and of the United States District Court of the Southern District of New York, and any appellate court from any thereofeach party hereby submits to and accepts the exclusive jurisdiction of such courts for the purpose of such suits, in any legal action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties proceedings. Each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any such suit, legal action or proceeding arising out of or relating to this Agreement in any such court referred to and hereby further waives any claim that any suit, legal action or proceeding brought in paragraph any such court has been brought in an inconvenient forum. The parties hereto agree that service of process in connection with any suit, legal action or proceeding brought hereunder or in connection herewith may be made by any means of service of process permitted by law. (b) of this Section. Each of the parties hereto hereby irrevocably party waives, to the fullest extent permitted by applicable law, the defense any right it may have to a trial by jury in respect of an inconvenient forum to the maintenance any litigation arising out of such action or proceeding in any such court. (d) Each of the parties relating to this Agreement irrevocably consents to service Agreement. Each party (x) certifies that no representative, agent or attorney of process another party has presented, expressly or otherwise, that such other party would not, in the manner provided for notices in Section 6.06. Nothing event of litigation, seek to enforce the foregoing waiver and (y) acknowledges that it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by lawSection 10.9.

Applicable Law and Jurisdiction; Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York; provided, however, that the terms and conditions of -------- ------- of this Agreement relating to the internal affairs of the Company shall be construed in accordance with and governed by the law of the State of Delaware. (b) Each of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each of the parties to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.0610.06. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Applicable Law and Jurisdiction; Service of Process. (a) This Agreement Amendment shall be construed in accordance with and governed by the law of the State of New York; provided, however, that the terms and conditions of -------- ------- this Agreement relating to the internal affairs regardless of the Company shall be construed in accordance with and governed by the law laws that might otherwise apply under applicable principles of the State conflicts of Delawarelaws thereof. (b) Any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Amendment or otherwise arising out of the execution hereof, including any claim based on contract, tort or statute, shall be determined, at the request of any party, by arbitration conducted in New York, New York, before and in accordance with the then-existing Rules for commercial Arbitration of the American Arbitration Association (the "Rules"), and any judgment or award rendered by the arbitrator shall be final, binding and 5 unappealable. Any state or federal court having jurisdiction may enter a judgment, or issue an injunction or other equitable relief, on such award. Each of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action for purposes of entering such judgment or proceeding arising out of issuing such injunction or relating to this Agreement, or for recognition or enforcement of any judgment, and each other equitable relief. The pre-trial discovery procedures of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect Federal Rules of Civil Procedure shall apply to any such action arbitration hereunder. Any controversy concerning whether a dispute is an arbitrable dispute or proceeding may be heard and determined in such New York State or, as to the extent permitted interpretation or enforceability of this paragraph shall be determined by lawthe arbitrator. The arbitrator shall be a neutral arbitrator who has expertise in the subject matter(s) of the dispute. The parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable. The designation of the situs or a governing law for this Amendment or the arbitration shall not be deemed an election to preclude application of the Federal Arbitration Act, if it would be applicable. In the arbitrator's award the arbitrator shall allocate, in such Federal court. Each arbitrator's discretion, among the parties to the arbitration all costs of the arbitration, including the fees and expenses of the arbitrator and reasonable attorneys' fees, costs and expert witness expenses of the parties. The parties hereto agrees agree to comply with any award made in any such arbitration proceedings that has become final in accordance with the Rules and agree to the entry of a final judgment in any jurisdiction upon any award rendered in such action or proceeding proceedings becoming final under the Rules. The arbitrator shall be conclusive and may be enforced entitled, if appropriate, to award any remedy in other jurisdictions by suit on such proceedings permitted in a civil proceeding under the judgment or in any other manner provided by law. (c) Each laws of the parties hereby irrevocably State of New York including, if appropriate, monetary damages, specific performance and unconditionally waives, to the fullest extent it may legally all other forms of legal and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtequitable relief. (d) Each of the parties to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.06. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Applicable Law and Jurisdiction; Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York; provided, however, that the terms and conditions of -------- ------- this Agreement relating to the internal affairs of the Company shall be construed in accordance with and governed by the law of the State of Delaware. (b) Each of the parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (d) Each of the parties to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.069.05. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.