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

Applicable Law; Waiver of Jury Trial. A. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. B. Each Partner hereby (i) submits to the non-exclusive jurisdiction of any state or federal court sitting in the State of Delaware (collectively, the “Delaware Courts”), with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, (ii) to the fullest extent permitted by law, irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of any of the Delaware Courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper, (iii) to the fullest extent permitted by law, agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be properly served or delivered if delivered to such Partner at such Partner’s last known address as set forth in the Partnership’s books and records, and (iv) to the fullest extent permitted by law, 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; Waiver of Jury Trial. A. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law thereoflaw. B. Each Partner hereby (i) submits stipulates that any dispute or disagreement between or among any of the parties hereto as to the non-interpretation of any provision of, or the performance of obligations under, this Agreement shall be commenced and prosecuted in its entirety in, and consents to the exclusive jurisdiction and proper venue of, the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any state or federal court sitting in located within the State of Delaware (collectively, the “Delaware Courts”Delaware), with respect and each party hereto consents to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have personal and subject matter jurisdiction with respect to and venue in such dispute, (ii) to the fullest extent permitted by law, irrevocably waives, courts and agrees not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of any of the Delaware Courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper, (iii) to the fullest extent permitted by law, agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be properly served or delivered if delivered to such Partner at such Partner’s last known address as set forth in the Partnership’s books waives and records, and (iv) to the fullest extent permitted by law, irrevocably waives any and relinquishes all right to trial attack the suitability or convenience of such venue or forum by jury reason of its present or future domiciles, or by any other reason, for any such dispute or disagreement. The parties hereto acknowledge that all directions issued by the forum court, including all injunctions and other decrees, will be binding and enforceable in any legal proceeding arising out of or related to this Agreement or the transactions contemplated herebyall jurisdictions and countries. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY 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; Waiver of Jury Trial. A. This Agreement shall be construed and enforced in accordance with and governed by and construed under the laws of the State of Delaware, New York (without regard to the principles of conflicts conflict of law principles thereof. B. ). Each Partner hereby (i) submits to of the non-exclusive jurisdiction of parties hereto irrevocably agrees that any state legal action or federal court sitting in the State of Delaware (collectively, the “Delaware Courts”), proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof shall be brought and determined in any federal or state court located within New York County, New York. Each of the parties hereto hereby (a) irrevocably submits with regard to any such action or proceeding to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arising arises out of this Agreement or any transaction contemplated hereby to and waives the extent such courts would have subject matter jurisdiction with respect to such disputedefense of sovereign immunity, (iib) agrees that it shall not attempt to the fullest extent permitted deny or defeat such personal jurisdiction by law, irrevocably waives, and agrees not to assert by way of motion, defense, motion or otherwise, in other request for leave from any such action, any claim court or that it is not subject personally to the jurisdiction of any of the Delaware Courts, that its property is exempt or immune from attachment or execution, that the such action is brought in an inconvenient forum, or that the venue of the action is improper, forum and (iiic) to the fullest extent permitted by law, agrees that notice or the service of process in it shall not bring any action, suit or proceeding arising out of or action relating to this Agreement or the transactions any transaction contemplated hereby shall be properly served in any court other than any New York state or delivered if delivered to such Partner at such Partner’s last known address as set forth federal court sitting in New York County, New York. Each of the Partnership’s books and records, and (iv) to the fullest extent permitted by law, irrevocably parties hereby waives any and all right to trial by jury in any legal proceeding action to which they are parties involving, directly or indirectly, any matter in any way arising out of or of, related to or connected with this Agreement or and the transactions contemplated herebyhereby and thereby.

Applicable Law; Waiver of Jury Trial. A. This Agreement and the legal relations between the Parties shall be governed by and construed and enforced in accordance with and governed by the laws Laws of the State of Delaware, without regard to the principles conflict of conflicts of law laws rules thereof. B. Each Partner hereby (i) submits , except that the DGCL shall apply to the non-extent required in connection with the Merger. The state and federal courts located within the state of Delaware shall have exclusive jurisdiction over any and all disputes between the parties, whether in law or in equity, arising out of or relating to this Agreement and the agreements, instruments and documents contemplated hereby and the Parties and Representative consent to and agree to subject to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware (collectively, the “Delaware Courts”), with respect to any dispute arising out of this Agreement or any transaction contemplated such courts. The Parties and Representative hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, (ii) waive to the fullest extent permitted by law, irrevocably waivesapplicable Law, and agrees shall not to assert by way of motion, defense, or otherwise, in any such actiondispute, any claim that it (a) such Party or Representative is not personally subject personally to the jurisdiction of any of the Delaware Courtssuch courts, that its (b) such Party or Representative and such Party's or Representative's property is exempt or immune from attachment any legal process issued by such courts or execution, that the action (c) any Action commenced in such courts is brought in an inconvenient forum, . The mailing of process of other papers in connection with any such Action in the manner provided in Section 8.12 (or that the venue of the action is improper, (iii) to the fullest extent in such other manner as may be permitted by law, agrees that notice or ) shall be valid and sufficient service thereof and the Parties and Representative hereby waive any objections to service of process accomplished in the manner provided herein. The Parties and Representative hereby irrevocably waive all right to a trial by jury in any action, suit Action or proceeding counterclaim arising out of or relating to this Agreement or the transactions contemplated hereby shall be properly served or delivered if delivered to such Partner at such Partner’s last known address as set forth in the Partnership’s books and records, and (iv) to the fullest extent permitted by law, 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; Waiver of Jury Trial. A. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State Commonwealth of DelawarePennsylvania, without regard to the principles of conflicts of law thereof. B. Each Partner hereby (i) submits to the non-exclusive jurisdiction of any state or federal court sitting in the State Commonwealth of Delaware Pennsylvania (collectively, the “Delaware Pennsylvania Courts”), with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, (ii) to the fullest extent permitted by law, irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of any of the Delaware Pennsylvania Courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper, (iii) to the fullest extent permitted by law, agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be properly served or delivered if delivered to such Partner at such Partner’s last known address as set forth in the Partnership’s books and records, and (iv) to the fullest extent permitted by law, 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; Waiver of Jury Trial. A. This Agreement shall be construed and enforced in accordance with and governed by and construed under the laws of the State of Delaware, without regard . Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to the principles of conflicts of law thereof. B. Each Partner hereby (i) submits to the non-exclusive jurisdiction this Agreement or for recognition and enforcement of any state or judgment in respect thereof shall be brought and determined in any federal court sitting located in the State of Delaware or any Delaware state court. Each of the parties hereto hereby (collectively, the “Delaware Courts”), a) irrevocably submits with respect regard to any such action or proceeding to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arising arises out of this Agreement or any transaction contemplated hereby to and waives the extent such courts would have subject matter jurisdiction with respect to such disputedefense of sovereign immunity, (iib) agrees that it shall not attempt to the fullest extent permitted deny or defeat such personal jurisdiction by law, irrevocably waives, and agrees not to assert by way of motion, defense, motion or otherwise, in (c) expressly waives any defense that such action, any claim that it is not subject personally to the jurisdiction of any of the Delaware Courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, forum and (d) agrees that it shall not bring any action relating to this Agreement or that any transaction contemplated hereby in any court other than any Delaware state court or federal court sitting in the venue State of Delaware. Each of the parties hereby waives trial by jury in any action is improperto which they are parties involving, (iii) directly or indirectly, any matter in any way arising out of, related to or connected with this Agreement and the fullest extent permitted by law, transactions contemplated hereby and thereby. Each party agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby provided for herein shall be properly served or delivered if delivered to such Partner at such Partner’s last known address as set forth in the Partnership’s books and records, and (iv) to the fullest extent permitted manner contemplated by law, 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 herebySection 9.2.

Applicable Law; Waiver of Jury Trial. A. This Agreement shall be construed and enforced in accordance with and governed by and construed under the laws of the State of Delaware, Nevada (without regard to the principles of conflicts conflict of law principles thereof. B. ). Each Partner hereby (i) submits to of the non-exclusive jurisdiction of parties hereto irrevocably agrees that any state legal action or federal court sitting in the State of Delaware (collectively, the “Delaware Courts”), proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof shall be brought and determined in any federal or state court located within Washoe County, Nevada. Each of the parties hereto hereby (a) irrevocably submits with regard to any such action or proceeding to the exclusive personal jurisdiction of the aforesaid courts in the event any dispute arising arises out of this Agreement or any transaction contemplated hereby to and waives the extent such courts would have subject matter jurisdiction with respect to such disputedefense of sovereign immunity, (iib) agrees that it shall not attempt to the fullest extent permitted deny or defeat such personal jurisdiction by law, irrevocably waives, and agrees not to assert by way of motion, defense, motion or otherwise, in other request for leave from any such action, any claim court or that it is not subject personally to the jurisdiction of any of the Delaware Courts, that its property is exempt or immune from attachment or execution, that the such action is brought in an inconvenient forum, or that the venue of the action is improper, forum and (iiic) to the fullest extent permitted by law, agrees that notice or the service of process in it shall not bring any action, suit or proceeding arising out of or action relating to this Agreement or the transactions any transaction contemplated hereby shall be properly served in any court other than any Nevada state or delivered if delivered to such Partner at such Partner’s last known address as set forth federal court sitting in Washoe County, Nevada. Each of the Partnership’s books and records, and (iv) to the fullest extent permitted by law, parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding action to which they are parties involving, directly or indirectly, any matter in any way arising out of or of, related to or connected with this Agreement or and the transactions contemplated herebyhereby and thereby.

Applicable Law; Waiver of Jury Trial. A. A This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. B. . B Each Partner hereby (i) submits to the non-exclusive jurisdiction of any state or federal court sitting in the State of Delaware (collectively, the “Delaware Courts”), with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, (ii) to the fullest extent permitted by law, irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of any of the Delaware Courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper, (iii) to the fullest extent permitted by law, agrees that notice or the service of process in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be properly served or delivered if delivered to such Partner at such Partner’s last known address as set forth in the Partnership’s books and records, and (iv) to the fullest extent permitted by law, 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.