Common use of Applicable Law; Jurisdiction; Waiver of Jury Trial Clause in Contracts

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; and (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; and (e) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreement; and (F) IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY JURY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the Parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the Laws laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable choice of laws principles or any borrowing statute of conflicts the State of lawsDelaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action action, suit or other legal proceeding between any of the Parties arising out of or relating to this Agreement or Agreement, any of the Contemplated TransactionsTransactions or the legal relationship of the Parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the Parties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of DelawareChosen Court; (bii) agrees that all claims in respect of it will not attempt to deny or defeat such action jurisdiction by motion or proceeding shall be heard other request for leave from the Chosen Court; and determined exclusively in accordance with clause (aiii) of this Section 10.5; (c) waives any objection to laying venue in agrees that it will not bring any such action in any court other than the Chosen Court. Service of any process, summons, notice or proceeding in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over document to any Party; ’s address and (e) agrees that in the manner set forth in Section 9.9 shall be effective service of process upon such Party in for any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 of this Agreementaction.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating Each party to this Agreement or any of the Contemplated Transactions, each of the Parties: (ai) irrevocably and unconditionally consents and submits to the exclusive personal jurisdiction of the federal courts of the United States of America located in the State of Delaware and venue of the Court of Chancery of the State of Delaware, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that any actions or proceedings arising in connection with this Agreement or the Transactions shall be brought, tried and determined only in the Delaware Court of Chancery (or, to only if the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware; ) (bthe "Chosen Courts"), (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (v) agrees that all claims it will not bring any action relating to this Agreement or the Transactions in respect any court other than the Chosen Courts. The parties to this Agreement agree that mailing of such action process or proceeding shall be heard and determined exclusively other papers in accordance connection with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such action or proceeding in the manner provided in Section 6.7 or in such courts; (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; and (e) agrees that service of process upon such Party in any such action or proceeding other manner as may be permitted by applicable Law, shall be valid, effective if notice is given in accordance with Section 10.8 of this Agreement.and sufficient service thereof. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY 8

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is made under, and shall be governed by, construed and construed enforced in accordance with, the Laws laws of the State of Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Each of the parties hereto (i) consents to and submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, regardless of the Laws New Castle County, or, if that might otherwise govern under applicable principles of conflicts of laws. In court does not have jurisdiction, a federal court sitting in Wilmington, Delaware in any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactionstransactions contemplated by this Agreement, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; (c) waives any objection to laying venue in any such court, (iii) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iv) shall not bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in such courts; (d) any other court. Each of the parties hereto waives any objection that such courts are an defense of inconvenient forum or do not have jurisdiction over to the maintenance of any Party; and (e) agrees that service of process upon such Party in any such action or proceeding shall so brought and waives any bond, surety or other security that might be effective if notice is given in accordance required of any other Person with Section 10.8 of this Agreementrespect thereto.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement is made under, and shall be governed by, construed and construed enforced in accordance with, the Laws laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the Laws that might otherwise govern under applicable without giving effect to principles of conflicts of lawslaw. In any action among or proceeding between any of the Parties parties arising out of or relating to this Agreement or any of the Contemplated TransactionsAgreement, each of the Parties: parties (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware orDelaware, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 10.5; 7.5, (c) waives any objection to laying venue in any such action or proceeding in such courts; , (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; party, and (e) agrees that service of process upon such Party party in any such action or proceeding shall be effective if notice such process is given as a notice in accordance with Section 10.8 7.9 of this Agreement. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Applicable Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware Delaware, New Castle County, or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (ai) of this Section 10.5; (ciii) waives any objection to laying venue in any such action or proceeding in such courts; (div) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; and (ev) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 10.8 10.7 of this Agreement. Nothing in this Section 10.5, however, shall affect the right of any Person to serve legal process in any other manner permitted by law.