Common use of Applicable Law; Jurisdiction; Venue Clause in Contracts

Applicable Law; Jurisdiction; Venue. THE CORPORATE LAW OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. OTHERWISE THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT RECORD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR TO THE TRANSACTIONS CONTEMPLATED HEREBY (“PROCEEDINGS”), EACH PARTY IRREVOCABLY (I) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY; AND (II) WAIVES ANY OBJECTION THAT IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.

Applicable Law; Jurisdiction; Venue. THE CORPORATE LAW OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. OTHERWISE THIS AGREEMENT SHALL BE GOVERNED BY BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS LAW OF THE STATE OF NEW YORK, WITHOUT RECORD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR TO THE TRANSACTIONS CONTEMPLATED HEREBY (“"PROCEEDINGS”"), EACH PARTY IRREVOCABLY (I) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY; AND (II) WAIVES ANY OBJECTION THAT WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY. PROCESS IN ANY PROCEEDING REFERRED TO IN THIS SECTION 11.16 MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD.

Applicable Law; Jurisdiction; Venue. THE CORPORATE LAW OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. OTHERWISE THIS AGREEMENT SHALL BE GOVERNED BY BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS LAW OF THE STATE OF NEW YORK, WITHOUT RECORD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING 40 TO THIS AGREEMENT OR TO THE TRANSACTIONS CONTEMPLATED HEREBY (“"PROCEEDINGS”"), EACH PARTY IRREVOCABLY (I) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY; AND (II) WAIVES ANY OBJECTION THAT WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.

Applicable Law; Jurisdiction; Venue. THE CORPORATE LAW OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. OTHERWISE THIS AGREEMENT SHALL BE ----------------------------------- GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT RECORD TO CONFLICTS OF LAWS PRINCIPLES THEREOFCONNECTICUT. WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR TO THE TRANSACTIONS CONTEMPLATED HEREBY (“"PROCEEDINGS”"), EACH PARTY ----------- IRREVOCABLY (IA) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK CONNECTICUT AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH COUNTY OF MANHATTAN HARTFORD IN NEW YORK CITYTHE STATE OF CONNECTICUT; AND (IIB) WAIVES ANY OBJECTION THAT IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.

Applicable Law; Jurisdiction; Venue. THE CORPORATE LAW OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. OTHERWISE THIS AGREEMENT SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK, INDIANA WITHOUT RECORD REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. WITH RESPECT TO EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY SUIT, LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND ANY RELATED DOCUMENTS TO WHICH IT IS A PARTY, OR TO THE TRANSACTIONS CONTEMPLATED HEREBY (“PROCEEDINGS”)FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, EACH PARTY IRREVOCABLY (I) SUBMITS TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE STATES OF NEW YORK INDIANA AND MISSOURI, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT COURT LOCATED OF INDIANA AND THE WESTERN DISTRICT OF MISSOURI, AND APPELLATE COURTS FROM ANY THEREOF; (ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY; SUCH COURTS, AND (II) WAIVES TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT SUCH ACTION OR PROCEEDING IN ANY SUCH COURT, WAIVES ANY CLAIM COURT OR THAT SUCH PROCEEDINGS HAVE BEEN ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM COURT AND FURTHER WAIVES AGREES NOT TO PLEAD OR CLAIM THE SAME; (iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE PARTY AT ITS ADDRESS SET FORTH IN SUBSECTION 9.4 OR AT SUCH OTHER ADDRESS OR TO THE ATTENTION OF SUCH OTHER PERSON AS ANY PARTY SHALL HAVE SPECIFIED BY NOTICE IN WRITING TO THE OTHER PARTIES; (iv) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO OBJECT, WITH RESPECT EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTYSUE XX ANY OTHER JURISDICTION; AND (v) EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN PARAGRAPH (i) ABOVE.

Applicable Law; Jurisdiction; Venue. THE CORPORATE LAW OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. OTHERWISE THIS AGREEMENT SHALL BE GOVERNED BY BY, AND CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK, INDIANA WITHOUT RECORD REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. WITH RESPECT TO EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (i) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY SUIT, LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND ANY RELATED DOCUMENTS TO WHICH IT IS A PARTY, OR TO THE TRANSACTIONS CONTEMPLATED HEREBY (“PROCEEDINGS”)FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, EACH PARTY IRREVOCABLY (I) SUBMITS TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE STATES OF NEW YORK INDIANA AND MISSOURI, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT COURT LOCATED OF INDIANA AND THE WESTERN DISTRICT OF MISSOURI, AND APPELLATE COURTS FROM ANY THEREOF; (ii) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY; SUCH COURTS, AND (II) WAIVES TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDINGS BROUGHT SUCH ACTION OR PROCEEDING IN ANY SUCH COURT, WAIVES ANY CLAIM COURT OR THAT SUCH PROCEEDINGS HAVE BEEN ACTION OR PROCEEDING WAS BROUGHT IN 47 57 AN INCONVENIENT FORUM COURT AND FURTHER WAIVES AGREES NOT TO PLEAD OR CLAIM THE SAME; (iii) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE PARTY AT ITS ADDRESS SET FORTH IN SUBSECTION 9.4 OR AT SUCH OTHER ADDRESS OR TO THE ATTENTION OF SUCH OTHER PERSON AS ANY PARTY SHALL HAVE SPECIFIED BY NOTICE IN WRITING TO THE OTHER PARTIES; (iv) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO OBJECT, WITH RESPECT EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTYSUE XX ANY OTHER JURISDICTION; AND (v) EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN PARAGRAPH (i) ABOVE.