Common use of Choice of Law, Jurisdiction and Venue Clause in Contracts

Choice of Law, Jurisdiction and Venue. The corporate laws of the State of New York shall govern all issues concerning this Agreement. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the New York, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Choice of Law, Jurisdiction and Venue. The corporate (a) This Agreement, and any dispute, claim, legal action, suit, proceeding or controversy arising out of or relating hereto, shall be governed by, and construed in accordance with the laws of the State of New York shall govern all issues concerning this Agreement. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law laws provision or rule (whether of the State of New York Delaware or any other jurisdictionsjurisdiction). (b) that would cause the application Each of the laws of any jurisdictions other than the State of New York. Each party hereby Parties irrevocably submits to the exclusive jurisdiction of the state and Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any federal courts court sitting in the New York, New YorkState of Delaware), for the adjudication purpose of any dispute hereunder action or in connection herewith proceeding arising out of or with any transaction contemplated hereby or discussed hereinrelating to this Agreement, and each of the Parties hereby irrevocably waives, and agrees not that all claims in respect to assert in any suit, such action or proceeding, any claim that it is not personally subject to the jurisdiction of proceeding may be heard and determined in any such court, that such suit, . (c) Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding is brought in an inconvenient forum relating to the transactions contemplated by this Agreement, on behalf of itself or that the venue its property, by personal delivery of copies of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices addresses set forth in Section 6.4 and nothing in this Section 6.6 shall affect the right of any Party to it under serve legal process in any other manner permitted by applicable Law, (ii) consents to submit itself to the exclusive personal jurisdiction of the Delaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement and (iii) agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed it will not attempt to limit in any way any right to serve process deny or defeat in any manner permitted such personal jurisdiction by lawmotion or other request for leave from any such court. If Each of the Parties agrees that a final judgment in any provision of this Agreement action or proceeding shall be invalid conclusive and may be enforced in other jurisdictions by suit on the judgment or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdictionmanner provided by Law. (d) EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF MAKES THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYWAIVER VOLUNTARILY.

Choice of Law, Jurisdiction and Venue. The corporate This Security Instrument shall be governed, construed, applied and enforced in accordance with the laws of the State of New York shall govern all issues concerning this Agreement. All other questions concerning state where the construction, validity, enforcement and interpretation of this Agreement shall be governed by Land is located without regard to the internal laws of the State of New York, without giving effect to any choice conflicts of law or conflict of law provision or rule provisions thereof (whether of "GOVERNING STATE"). Borrower hereby consents to personal jurisdiction in the State of New York or any other jurisdictionsGoverning State. JURISDICTION AND VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS ("ACTION") that would cause the application of the laws of any jurisdictions other than the State of New YorkSHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE GOVERNING STATE. Each party BORROWER HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE STATE COURTS OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH GOVERNING STATE FOR PURPOSES OF ANY ACTION. Borrower hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the New York, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, waives and agrees not to assert in assert, as a defense to any suitAction or a motion to transfer venue of any Action, action or proceeding, (i) any claim that it is not personally subject to such jurisdiction, (ii) any claim that any Action may not be brought against it or is not maintainable in those courts or that this Security Instrument may not be enforced in or by those courts, or that it is exempt or immune from execution, (iii) that the jurisdiction of any such court, that such suit, action or proceeding Action is brought in an inconvenient forum forum, or (iv) that the venue of such suit, action or proceeding for the Action is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYimproper.

Choice of Law, Jurisdiction and Venue. The corporate laws of the State of New York shall govern all issues concerning this Agreement. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the New York, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waiveswaive, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. , EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Choice of Law, Jurisdiction and Venue. The corporate laws (i) This Agreement and any disputes arising out of the State of New York shall govern all issues concerning this Agreement. All other questions concerning the construction, validity, enforcement and interpretation of or relating to this Agreement shall will be governed by by, construed and interpreted in accordance with the internal laws of the State of New YorkDelaware, US without giving effect regard to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) principle that would cause require the application of the laws law of another jurisdiction. The parties expressly reject any jurisdictions other than application to this Agreement of (a) the State United Nations Convention on Contracts for the International Sale of New York. Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980. (ii) Each party hereby Party irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the New York, New York, United States District Court for the adjudication District of Delaware for the purposes of any dispute hereunder suit, Action or other proceeding arising out of this Agreement. Each Party agrees to commence any such Action, suit or proceeding in connection herewith the United States District Court for the District of Delaware or with if such suit, Action or other proceeding may not be brought in such court for jurisdictional reasons, in the Superior Court of the State of Delaware, Wilmington. Each Party irrevocably and unconditionally waives any transaction contemplated hereby objection to the laying of venue of any such Action, suit or discussed hereinproceeding arising out of this Agreement in the United States District Court for the District of Delaware (or the Superior Court of the State of Delaware, Wilmington, as applicable), and hereby and thereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtAction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that forum. For the venue avoidance of such suitdoubt, action or proceeding is improper. Each party both Parties hereby irrevocably waives personal service of process and consents waive any right they may have to process being served in a trial by jury arising from any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it dispute under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAgreement.

Choice of Law, Jurisdiction and Venue. The corporate laws of the State of New York shall govern all issues concerning Except as set forth in binding arbitration provision above, this Agreement. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement Limited Warranty shall be governed by exclusively by, and construed exclusively in accordance with, the internal laws of the State state of New York, [California] without giving effect reference to any the choice of law or conflict conflicts of law provision principles thereof, and all claims relating to or rule (arising out of this Limited Warranty, or the breach thereof, whether of the State of New York sounding in contract, tort or any other jurisdictions) that would cause the application of otherwise, shall likewise be governed exclusively by the laws of any jurisdictions other than the State state of New York. Each party hereby irrevocably submits [California] without reference to the exclusive jurisdiction choice of law or conflicts of law principles thereof. To the extent any action is permitted under the binding arbitration provision above to be heard in a court of competent jurisdiction, such action shall take place in the state and or federal courts sitting the New Yorkin [Santa Clara County, New York, California]. You and we hereby waive any claim or defense that such forum is not convenient or proper. You and we each also hereby agree that any such court shall have in person a jurisdiction over it for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinsuch action, and hereby irrevocably waives, and agrees not each party consents to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted authorized by [California] law. If any provision of THE OBLIGATIONS OF EPI UNDER THIS LIMITED WARRANTY ARE LIMITED TO THE REPLACEMENT OF A PRODUCT DETERMINED BY EPI TO HAVE A QUALIFYING DEFECT AS DEFINED HEREUNDER. EPI WILL HAVE NO OBLIGATION AND YOU WILL HAVE NO REMEDY AGAINST EPI FOR ANY MATTER OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN. YOU SHALL NOT BE ENTITLED TO RECOVER ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER INDIRECT DAMAGES, OR LOST PROFITS. SOME STATES DO NOT ALLOW ONE OR MORE OF THESE LIMITATIONS, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURCHASE, ARE LIMITED IN DURATION TO THE APPLICABLE WARRANTY PERIOD UNDER THIS LIMITED WARRANTY. This Limited Warranty gives You specific legal rights. You may also have other rights which vary from state to state. Please register Your Product with us at xxxxx://xx.xxx.xxx/en/product- registration. Failure to register Your Product will not diminish Your warranty rights under this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdictionLimited Warranty. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.Accidental Damage