Common use of Applicable Law; Consent to Jurisdiction Clause in Contracts

Applicable Law; Consent to Jurisdiction. This Agreement and any disputes arising out of or relating to this Agreement and the transactions contemplated hereby (whether in contract, tort, or otherwise) will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict or choice of law principles of the State of Delaware or otherwise that would result in the application of any laws other than the laws of the State of Delaware. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court in the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.2 shall be deemed effective service of process on such party.

Applicable Law; Consent to Jurisdiction. i. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. ii. The Parties hereby irrevocably submit to the exclusive jurisdiction of the Delaware Chancery Courts located in Wilmington, Delaware, or, if such court shall not have jurisdiction, any disputes federal court of the United States or other Delaware state court located in Wilmington, Delaware, and appropriate appellate courts therefrom, over any dispute arising out of or relating to this Agreement and or any of the transactions contemplated hereby (whether except as otherwise expressly provided in contractany other agreement), tort, or otherwise) will and each party hereby irrevocably agrees that all claims in respect of such dispute may be governed by heard and construed determined in accordance with the laws of the State of Delaware, without giving effect to any conflict or choice of law principles of the State of Delaware or otherwise that would result in the application of any laws other than the laws of the State of Delawaresuch courts. The parties Parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court in the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by applicable law, any objection that which they may now or hereafter have to the laying of the venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such action, suit courts or proceeding any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties agrees that a judgment in any such court dispute may be enforced in other jurisdictions by suit on the judgment or that any such action, suit or proceeding which is brought in any such court has been brought other manner provided by Law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in an inconvenient forumwhich a Party may become involved. iii. Process in any such actionTO THE FULLEST EXTENT PERMITTED BY LAW, suit or proceeding may be served on any party anywhere in the worldTHE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.2 shall be deemed effective service of process on such partySUIT OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

Applicable Law; Consent to Jurisdiction. (i) This Agreement and any disputes arising out of or relating to this Agreement and the transactions contemplated hereby (whether in contract, tort, or otherwise) will be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any conflict or choice of law principles or conflicting provision or rule (whether of the State of Delaware, or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or otherwise that conflict of law analysis, the substantive law of some other jurisdiction would result in the application of any laws other than the laws ordinarily apply. (ii) Each of the State of Delaware. The parties hereto hereby irrevocably and unconditionally consent to submit submits, for itself or himself and its or his property, to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any New York state court sitting in New York county or federal court of the United States of America sitting in the State of Delaware) for New York county, and any actionsappellate court presiding thereover, suits in any action or proceedings proceeding arising out of or relating to this Agreement and or the transactions contemplated hereby. The hereunder or thereunder or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally consent to the jurisdiction agrees that all claims in respect of any such courts (action or proceeding may be heard and of the appropriate appellate courts therefrom) determined in any such actionNew York state court or, suit to the extent permitted by law, in any 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. (iii) Each of the parties hereto irrevocably waiveand unconditionally waives, to the fullest extent it or he may legally and effectively do so, any objection that it or he may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereunder or thereunder in any State or federal court sitting in New York county. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that they may now or hereafter have the defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit action or proceeding in any such court or court. The parties hereto further agree that the notice of any such action, suit or proceeding which is brought in process required by any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that manner set forth in Section 4(b) shall constitute valid and lawful service of process on such party as against them, without the necessity for service by any other means provided in Section 7.2 shall be deemed effective service of process on such partyby law.

Applicable Law; Consent to Jurisdiction. (a) This Agreement and any disputes arising out of or relating to this Agreement and the transactions contemplated hereby (whether in contract, tort, or otherwise) will shall be governed by by, and construed in accordance with with, the internal laws of the State of Delaware, New York without giving effect regard to any conflict or choice of law the principles of conflicts of laws. Each party hereby irrevocably submits to the State non-exclusive jurisdiction of Delaware or otherwise that would result the state and federal courts sitting in the application City of New York, borough of Manhattan, for the adjudication of any laws other than the laws of the State of Delaware. The parties dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and unconditionally consent agrees not to submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware assert in any suit, action or proceeding (oreach, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter"Related Proceeding"), any state or federal court in the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent claim that it is not personally subject to the jurisdiction of any such courts (court, that such Related Proceeding is brought in an inconvenient forum or that the venue of such Related Proceeding is improper. Each party hereby irrevocably waives personal service of process and of the appropriate appellate courts therefrom) consents to process being served in any such actionRelated Proceeding by mailing a copy thereof (certified or registered mail, suit return receipt requested) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding in respect of its obligations under this Agreement. (b) The Company has irrevocably appointed Corporation Service Company with offices at 00 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, as its agent for service of process in any Related Proceeding and irrevocably waiveagrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any objection other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that they may now or hereafter have such agent has agreed to act as the laying agent for service of process, and the venue Company agrees to take any and all action, including the filing of any such actionand all documents and instruments, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere necessary to continue such appointment in full force and effect for a period of seven years from the world, whether within or without the jurisdiction date of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.2 shall be deemed effective service of process on such partythis Agreement.

Applicable Law; Consent to Jurisdiction. This Agreement Note and any disputes all claims and causes of action based upon, arising out of or relating to this Agreement and the transactions contemplated hereby in connection herewith (whether in contracteach, tort, or otherwisea “Proceeding”) will shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect regard to any conflict or choice laws that may be applicable under conflicts of law laws principles (whether of the State of Delaware or otherwise any other jurisdiction) that would result in cause the application of any laws other than the laws of any jurisdiction other than the State of Delaware. The parties Payee and the Company hereby irrevocably and unconditionally consent to submit submit, for itself and its property, to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if the such Court of Chancery does not have jurisdiction, any Delaware State court, or Federal court of the State United States of Delaware declines to accept jurisdiction over a particular matterAmerica, sitting in Delaware, and any state or federal appellate court from any thereof, in the State of Delaware) for any actions, suits or proceedings Proceeding arising out of or relating to this Agreement Note or for recognition or enforcement of any judgment relating thereto, and each of the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent (i) agrees not to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in commence any such actionProceeding except in such courts, suit or proceeding (ii) agrees that any claim in respect of any such Proceeding may be heard and irrevocably waivedetermined in such court, (iii) waives, to the fullest extent permitted by lawit may legally and effectively do so, any objection that they which it may now or hereafter have to the laying of the venue of any such action, suit or proceeding Proceeding in any such court or that any court, and (iv) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action, suit or proceeding which is brought Proceeding in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.2 shall be deemed effective service of process on such party.

Applicable Law; Consent to Jurisdiction. This Agreement and any disputes arising out of or relating to this Agreement and the transactions contemplated hereby (whether in contract, tort, tort or otherwise) will be governed by and construed in accordance with the laws of the State of Delaware, Delaware without giving effect to any conflict or choice of law principles of the State of Delaware or otherwise that would result in the application of any laws other than the laws of the State of Delaware. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court in the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.2 8 shall be deemed effective service of process on such party.

Applicable Law; Consent to Jurisdiction. This Agreement and any disputes arising out of or relating to this Agreement and the transactions contemplated hereby (whether in contract, tort, or otherwise) will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict or choice of law principles of the State of Delaware or otherwise that would result in the application of any laws other than the laws of the State of Delaware. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court in the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.2 6.2 shall be deemed effective service of process on such party.

Applicable Law; Consent to Jurisdiction. 5.12.1 This Agreement and any disputes arising out of or relating to this Agreement and the transactions contemplated hereby (whether in contract, tort, or otherwise) will shall be governed by by, and construed in accordance with with, the laws of the State of Delaware, without giving effect to any conflict or choice of law principles or conflict of law rules or provisions (whether of the State of Delaware or otherwise any other jurisdiction) that would result in cause the application of any laws other than the laws of any jurisdiction other than the State of Delaware. The Subject to Section 5.12.2, any dispute relating hereto shall be heard in the state or federal courts of Delaware, and the parties agree to jurisdiction and venue therein. 5.12.2 Each Party, by its execution hereof, (a) hereby irrevocably and unconditionally consent to submit submits to the exclusive jurisdiction and venue of the Court of Chancery of state and federal courts in the State of Delaware (or, only if for the Court purposes of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state claim or federal court in the State of Delaware) for any actions, suits or proceedings action arising out of or based upon this Agreement or relating to this Agreement the subject matter hereof, (b) hereby waives, to the extent not prohibited by applicable law, and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent agrees not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in the above-named court is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof other than before the above-named courts (and nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the appropriate appellate above-named courts therefrom) whether on the grounds of inconvenient forum or otherwise. Each Party hereby consents to service of process in any such actionproceeding, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided by registered or certified mail, return receipt requested, at its address specified in Section 7.2 shall be deemed effective service of process on such party5.2 is reasonably calculated to give actual notice.

Applicable Law; Consent to Jurisdiction. This Agreement and any disputes arising out of or relating to this Agreement and the transactions contemplated hereby (whether in contract, tort, tort or otherwise) will be governed by and construed in accordance with the laws of the State of Delaware, Delaware without giving effect to any conflict or choice of law principles of the State of Delaware or otherwise that would result in the application of any laws other than the laws of the State of Delaware. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court in the State of Delaware) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.2 8(a) shall be deemed effective service of process on such party.