Common use of Binding Effect; Governing Law, Venue and Jurisdiction Clause in Contracts

Binding Effect; Governing Law, Venue and Jurisdiction. This Agreement, Security Agreement and Guaranty, Guaranty of Performance, and any and all addendums attachments, exhibits, and other documents relating to this Agreement in any way, shall be binding upon and inure to the benefit of Merchant and Guarantor(s) on the one hand, and FUNDER and their respective successors and assigns, except that Merchant and Guarantor(s) shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of FUNDER which consent may be withheld in FUNDER’s sole discretion. FUNDER reserves the rights to assign this Agreement with or without prior written notice to Merchant. This Agreement, Security Agreement and Guaranty, Guaranty of Performance, and any and all addendums, attachments, exhibits, and other documents relating to this Agreement in any way, shall be governed by and construed in accordance with the laws of the state of New York, without regards to any applicable principals of conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach hereof, shall, if FUNDER so elects, be instituted in any court sitting in New York, (the “Acceptable Forums”). All Parties to this Agreement, including but not limited to, Merchant, Guarantor(s), Corporate Guarantor(s) Merchant and Guarantor(s) that the Acceptable Forums are convenient to it, and submit to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, Merchant and Guarantor(s) waives any right to oppose any motion or application made by FUNDER to transfer such proceeding to an Acceptable Forum. Merchant and Guarantor(s) hereby agree that the mailing of any Summons and Complaint in any proceeding commenced by FUNDER by certified or registered mail, return receipt requested to the Mailing Address listed on this Agreement, or via email to the Email Address listed on this Agreement, or any other process required by any such court will constitute valid and lawful service of process against them without the necessity for service by any other means provided by statute or rule of court, but without invalidating service performed in accordance with such other provisions.

Binding Effect; Governing Law, Venue and Jurisdiction. This Agreement, Security Agreement and Guaranty, Guaranty of Performance, and any and all addendums attachments, exhibits, and other documents relating to this Agreement in any way, shall be binding upon and inure to the benefit of Merchant and Guarantor(s) on the one hand, and FUNDER parties and their respective successors and assigns, except that Merchant and Guarantor(s) shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of FUNDER RCNY which consent may be withheld in FUNDERRCNY’s sole discretion. FUNDER reserves the rights to assign this This Agreement with or without prior written notice to Merchant. This Agreement, Security Agreement and Guaranty, Guaranty of Performance, and any and all addendums, attachments, exhibits, and other documents relating to this Agreement in any way, shall be governed by and construed in accordance with the laws of the state of New York, without regards to any applicable principals of conflicts of lawState Connecticut. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach hereof, shallshall be, if FUNDER RCNY so elects, be instituted in any Connecticut state court sitting in the county of Fairfield, or the State of New York, county of Kings, without regard to conflict of law provisions (together the “Acceptable ForumsForum”). All Parties to this Agreement, including but not limited to, Merchant, Guarantor(s), Corporate Guarantor(s) Merchant and Guarantor(s) The parties agree that the Acceptable Forums are Forum shall be the sole and exclusive forum for any and all disputes and/or litigation arising out of or relating to this Agreement and the Parties agree that the Acceptable Forum is convenient to it, and submit to the jurisdiction of the Acceptable Forums Forum and waives irrevocably waive any and all objections to jurisdiction or venue. Should such a proceeding be initiated in any other forum, Merchant and Guarantor(s) waives the parties waive any right to oppose any motion or application made by FUNDER either party to transfer such proceeding to an Acceptable Forum. Merchant and Guarantor(s) Guarantor hereby agree that the mailing of any Summons and Complaint in any proceeding commenced by FUNDER RCNY by certified or registered mail, return receipt requested to the Mailing Address listed on this Agreement, or via email to the Email Address listed on this Agreement, or any other process required by any such court will constitute valid and lawful service of process against them without the necessity for service by any other means provided by statute or rule of court, but without invalidating service performed in accordance with such other provisions.

Binding Effect; Governing Law, Venue and Jurisdiction. This Agreement, Agreement and the Security Agreement and Guaranty, Guaranty of Performance, and any and all addendums attachments, exhibits, and other documents relating to this Agreement in any way, shall be binding upon and the inure to the benefit of Merchant and Guarantor(s) on the one handBorrower, and FUNDER Owner/ Guarantor, OLD MAIN CAPITAL, LLC and their respective successors and assigns, except that Merchant Borrower and Guarantor(s) Owner/Guarantor shall not have the right to assign its rights hereunder their right,; hereunder, under the Security Agreement and Guaranty or any interest herein or therein without the die prior written consent of FUNDER OLD MAIN CAPITAL, LLC which consent may be withheld in FUNDER’s OLD MAIN CAPITAL, LLC's sole discretion. FUNDER OLD MAIN CAPITAL, LLC reserves the rights to assign this Agreement and the Security Agreement and Guarantee with or without prior written notice to MerchantBorrower and Owner/Guarantor. This Agreement, Agreement and the Security Agreement and Guaranty, Guaranty of Performance, and any and all addendums, attachments, exhibits, and other documents relating to this Agreement in any way, Guarantee shall be governed govern by and construed in accordance with the laws of the state State of New York, Virginia without regards to any applicable principals principles of conflicts of law. Any suit, action or proceeding arising hereunderhereunder or under the, Security Agreement and Guarantee, or the interpretation, performance or breach hereofbreech hereof of, shall, if FUNDER OLD MAIN CAPITAL, LLC so elects, be instituted in any court sitting in the Supreme Court of the State of New York, . County of Nassau of the United States District Court for the Eastern District of New York (the “Acceptable Forums”). All Parties to this Agreement, including but not limited to, Merchant, Guarantor(sForum"), Corporate Guarantor(s) Merchant Borrower and Guarantor(s) Owner/Guarantor hereby represent and warrant that they have sufficient contracts with the State of New York as a result of the transactions by this agreement. Borrower and Owner/Guarantor agree that the Acceptable Forums are Forum arc convenient to itthem, and submit submits to the jurisdiction of the Acceptable Forums Forum and waives any and all objections to jurisdiction or venue. Should such said, proceeding be initiated in any other forum, Merchant Borrower and Guarantor(s) waives Owner/Guarantor waive any right to oppose any motion or application made by FUNDER OLD MAIN CAPITAL, LLC to transfer such proceeding preceding to an Acceptable Forum. Merchant and Guarantor(s) hereby agree that the mailing of any Summons and Complaint in any proceeding commenced by FUNDER by certified or registered mail, return receipt requested to the Mailing Address listed on this Agreement, or via email to the Email Address listed on this Agreement, or any other process required by any such court will constitute valid and lawful service of process against them without the necessity for service by any other means provided by statute or rule of court, but without invalidating service performed in accordance with such other provisionsforum.

Binding Effect; Governing Law, Venue and Jurisdiction. This Agreement, Security Agreement and Guaranty, Guaranty of Performance, and any and all addendums attachments, exhibits, and other documents relating to this Agreement in any way, shall be binding upon and inure to the benefit benefit of Merchant and Guarantor(s) on the one handSeller, and FUNDER Purchaser and their respective successors and assigns, except that Merchant and Guarantor(s) Seller shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of FUNDER Purchaser which consent may be withheld in FUNDERPurchaser’s sole discretion. FUNDER reserves the rights to assign Except as set forth in Arbitration Section, this Agreement with or without prior written notice to Merchant. This Agreement, Security Agreement and Guaranty, Guaranty of Performance, and any and all addendums, attachments, exhibits, and other documents relating to this Agreement in any way, shall be governed by and construed in accordance with the laws of the state of New York, without regards to any applicable principals of conflicts conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach hereofof this Agreement, shall, if FUNDER Purchaser so elects, be instituted in any court sitting in New York, (the “Acceptable Forums”). All Parties to this Agreement, including but not limited to, Merchant, Guarantor(s), Corporate Guarantor(s) Merchant and Guarantor(s) Seller agrees that the Acceptable Forums are convenient to it, and submit submits to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, Merchant and Guarantor(s) Seller waives any right to oppose any motion or application made by FUNDER Purchaser to transfer such proceeding to an Acceptable Forum. Merchant and Guarantor(sADDI TI O XXXXX, SELLER AND GUARANTO R AGREE THAT ANY SUMMO NS AND/O R CO MPLAI NT O R OTHER PRO CESS TO CO MMENCE ANY LI TI GATI O N BY PURCHASER W I LL BE PRO PERLY SERVED I F MAI LED BY CERTI F I EX XXX L, RETURN RECEI PT REQUESTED, TO THE MXX XX NG ADDRESS(ES) hereby agree that the mailing of any Summons and Complaint in any proceeding commenced by FUNDER by certified or registered mail, return receipt requested to the Mailing Address listed on this Agreement, or via email to the Email Address listed on this Agreement, or any other process required by any such court will constitute valid and lawful service of process against them without the necessity for service by any other means provided by statute or rule of court, but without invalidating service performed in accordance with such other provisionsLI STED O N PAGE 1 O F THI S AGREEMENT.