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 NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the courts of the State of New York and of the United States, in each case located in the County of New York for any litigation or proceeding arising out of or relating to this Agreement (and agrees not to commence any litigation or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 10.8 of this Agreement shall be effective service of process for any litigation or proceeding brought against it in any such court. Each of the Parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any litigation or proceeding arising out of this Agreement in the courts of the State of New York or the United States, in each case located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation or proceeding brought in any such court has been brought in an inconvenient forum.

Applicable Law; Jurisdiction; Waiver of Jury Trial. Each party to this Agreement (ai) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each of the Parties hereto hereby irrevocably and unconditionally consents to submit submits to the non-exclusive personal jurisdiction of the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of New York 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 of the United States, in each case located determined only in the County Delaware Court of New York for Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any litigation state or proceeding arising out federal court within the State of Delaware) (the "Chosen Courts"), (iv) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (v) agrees that it will not bring any action relating to this Agreement (and agrees not or the Transactions in any court other than the Chosen Courts. The parties to commence this Agreement agree that mailing of process or other papers in connection with any litigation such action or proceeding relating thereto except in the manner provided in Section 6.7 or in such courts)other manner as may be permitted by applicable Law, and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 10.8 of this Agreement shall be valid, effective and sufficient service of process for any litigation or proceeding brought against it in any such courtthereof. Each of the Parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any litigation or proceeding arising out of this Agreement in the courts of the State of New York or the United StatesEACH PARTY HERETO HEREBY WAIVES, in each case located in the County of New YorkTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such litigation or proceeding brought in any such court has been brought in an inconvenient forum.ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY 8

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 NEW YORKThis Agreement is made under, WITHOUT REGARD TO ITS CONFLICTS OF LAW RULESand shall be construed and enforced in accordance with, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. (b) Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of the courts laws of the State of New York Delaware applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Any action among or between any of the United States, in each case located in the County of New York for any litigation or proceeding parties arising out of or relating to this Agreement shall be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and agrees not to commence any litigation or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 10.8 of this Agreement shall be effective service of process for any litigation or proceeding brought against it the appropriate appellate courts therefrom) in any such court. Each of action and irrevocably waives, to the Parties hereto hereby irrevocably and unconditionally waives fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any litigation or proceeding arising out of this Agreement in the courts of the State of New York or the United States, in each case located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim such action in any such court or that any such litigation or proceeding action brought in any such court has been brought in an inconvenient forum. Process in any such action 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 7.9 shall be deemed effective service of process on such party. 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 AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY.