Common use of Choice of Law; Venue; Jurisdiction Clause in Contracts

Choice of Law; Venue; Jurisdiction. A. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of New York without regard to principles of conflict of laws otherwise applicable to such determination. Any judicial proceeding brought against any of the Parties to this Agreement or any dispute arising in connection with or related to this Agreement shall be brought only in the State Court located in New York County, New York or the Federal District Court located in New York, New York and by execution and delivery of this Agreement, each of the Parties to this Agreement accepts the exclusive jurisdiction of each such court and irrevocably agrees to be bound by any judgment (as finally adjudicated) rendered thereby in connection with this Agreement. To the fullest extent permitted by applicable law, each Party hereto hereby (i) irrevocably consents to the service of process outside the territorial jurisdiction of said courts in any such proceeding, (ii) agrees that any trial in connection with any such proceeding shall be before the court in said venue and (iii) waives any right it may otherwise have to a trial by jury in connection with any such proceeding. B. The Parties hereto acknowledge and agree that in the event of any breach of this Agreement, the non-breaching Party may suffer immediate and irreparable injury not compensable by money damages and for which the non-breaching Party may not have an adequate remedy available at law. Accordingly, the non-breaching Party shall be entitled to obtain, from a court of competent jurisdiction, without the posting of any bond or security, such injunctive relief, restraining orders, specific performance or other equitable relief as may be necessary or appropriate to prevent or curtail any such breach. The foregoing shall be in addition to and without prejudice to such other rights or remedies as the non-breaching Party may have at law or in equity. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS AGREEMENT IS INTENDED TO COMPLY WITH APPLICABLE RULES AND REGULATIONS GOVERNING THE CONDUCT OF MANAGING GENERAL AGENTS, PROMULGATED BY APPLICABLE REGULATORY AUTHORITY; AS SUCH THIS AGREEMENT SHALL BE AMENDED TO THE EXTENT NECESSARY TO COMPLY WITH SUCH STATUTORY OR REGULATORY REQUIREMENT AS MAY BE AMENDED FROM TIME TO TIME.

Choice of Law; Venue; Jurisdiction. A. This Agreement shall will be governed by, and ---------------------------------- construed and enforced in accordance with and governed exclusively by the laws of the State of New York York, except for matters arising under the Securities Act, without regard reference to principles of conflict conflicts of laws otherwise applicable to such determinationlaw. Any judicial proceeding brought against any Each of the Parties parties consents to this Agreement or any dispute arising in connection with or related to this Agreement shall be brought only in the State Court located in New York County, New York or the Federal District Court located in New York, New York and by execution and delivery of this Agreement, each of the Parties to this Agreement accepts the exclusive jurisdiction of each such court and irrevocably agrees to be bound by any judgment (as finally adjudicated) rendered thereby the U.S. District Court sitting in the Southern District of the State of New York sitting in Manhattan in connection with any dispute arising under this Agreement. To Agreement and hereby waives, to the fullest maximum extent permitted by applicable law, any objection, including any objection based on forum ----- non conveniens, to the bringing of any such proceeding in such jurisdictions. --- ---------- Each party hereby agrees that if another party to this Agreement obtains a judgment against it in such a proceeding, the party which obtained such judgment may enforce same by summary judgment in the courts of any country having jurisdiction over the party against whom such judgment was obtained, and each Party hereto party hereby (i) waives any defenses available to it under local law and agrees to the enforcement of such a judgment. Each party to this Agreement irrevocably consents to the service of process outside the territorial jurisdiction of said courts in any such proceedingproceeding by the mailing of copies thereof by registered or certified mail, (ii) agrees that postage prepaid, to such party at its address set forth herein. Nothing herein shall affect the right of any trial party to serve process in connection with any such proceeding shall be before the court in said venue and (iii) other manner permitted by law. Each party waives any its right it may otherwise have to a trial by jury jury. In the event that any Investor, or any person claimed to be affiliated or associated with such Investor becomes involved in any capacity in any action, proceeding or investigation brought by or against any such person, including shareholders of the Company, in connection with any such proceeding. B. The Parties hereto acknowledge and agree that in the event or as a result of any breach of matter referred to in this AgreementAgreement or any exhibit annexed hereto, the non-breaching Party may suffer immediate Company shall reimburse such Investor and/or those claimed to be affiliated or associated with such Investor for its legal fees and irreparable injury not compensable by money damages expenses and for which other expenses (including the non-breaching Party may not have an adequate remedy available cost of any investigation and preparation) incurred in connection therewith, as those fees and expenses are incurred, provided, however, that if at law. Accordinglythe conclusion of such action, the non-breaching Party proceeding or investigation it shall be entitled to obtain, from finally judicially determined by a court of competent jurisdiction, without availability of an appeal, that indemnity for such fees and expenses is contrary to law, or that such Investor is not the posting of any bond or securityprevailing party then in that event, such injunctive relief, restraining orders, specific performance or Investor and/or any other equitable relief as may be necessary or appropriate to prevent or curtail any person having received such breach. The foregoing advances of fees and/or expenses shall be reimburse the Company in addition to and without prejudice to such other rights or remedies as full for the non-breaching Party may have at law or in equity. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS AGREEMENT IS INTENDED TO COMPLY WITH APPLICABLE RULES AND REGULATIONS GOVERNING THE CONDUCT OF MANAGING GENERAL AGENTS, PROMULGATED BY APPLICABLE REGULATORY AUTHORITY; AS SUCH THIS AGREEMENT SHALL BE AMENDED TO THE EXTENT NECESSARY TO COMPLY WITH SUCH STATUTORY OR REGULATORY REQUIREMENT AS MAY BE AMENDED FROM TIME TO TIMEsums advanced.

Choice of Law; Venue; Jurisdiction. A. This Agreement shall will be governed by, and construed and enforced in accordance with and governed exclusively by the laws of the State of New York York, except for matters arising under the Securities Act, without regard reference to principles of conflict conflicts of laws otherwise applicable to such determinationlaw. Any judicial proceeding brought against any Each of the Parties parties consents to this Agreement or any dispute arising in connection with or related to this Agreement shall be brought only in the State Court located in New York County, New York or the Federal District Court located in New York, New York and by execution and delivery of this Agreement, each of the Parties to this Agreement accepts the exclusive jurisdiction of each such court and irrevocably agrees to be bound by any judgment (as finally adjudicated) rendered thereby the U.S. District Court sitting in the Southern District of the State of New York sitting in Manhattan in connection with any dispute arising under this Agreement. To Agreement and hereby waives, to the fullest maximum extent permitted by applicable law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. Each party hereby agrees that if another party to this Agreement obtains a judgment against it in such a proceeding, the party which obtained such judgment may enforce same by summary judgment in the courts of any country having jurisdiction over the party against whom such judgment was obtained, and each Party hereto party hereby (i) waives any defenses available to it under local law and agrees to the enforcement of such a judgment. Each party to this Agreement irrevocably consents to the service of process outside the territorial jurisdiction of said courts in any such proceedingproceeding by the mailing of copies thereof by registered or certified mail, (ii) agrees that postage prepaid, to such party at its address set forth herein. Nothing herein shall affect the right of any trial party to serve process in connection with any such proceeding shall be before the court in said venue and (iii) other manner permitted by law. Each party waives any its right it may otherwise have to a trial by jury jury. In the event that any Investor and/or the Placement Agent, or any person claimed to be affiliated or associated with such Investor and/or the Placement Agent becomes involved in any capacity in any action, proceeding or investigation brought by or against any such person, including shareholders of the Company, in connection with any such proceeding. B. The Parties hereto acknowledge and agree that in the event or as a result of any breach of matter referred to in this AgreementAgreement or any exhibit annexed hereto, the non-breaching Party may suffer immediate Company shall reimburse such Investor and/or the Placement Agent and/or those claimed to be affiliated or associated with such Investor and/or the Placement Agent for its legal fees and irreparable injury not compensable by money damages expenses and for which other expenses (including the non-breaching Party may not have an adequate remedy available cost of any investigation and preparation) incurred in connection therewith, as those fees and expenses are incurred, provided, however, that if at law. Accordinglythe conclusion of such action, the non-breaching Party proceeding or investigation it shall be entitled to obtain, from finally judicially determined by a court of competent jurisdictionjurisdiction that indemnity for such fees and expenses is contrary to law, without or that such Investor and/or the posting of any bond or securityPlacement Agent is not the prevailing party then in that event, such injunctive relief, restraining orders, specific performance or Investor and/or the Placement Agent and/or any other equitable relief as may be necessary or appropriate to prevent or curtail any person having received such breach. The foregoing advances of fees and/or expenses shall be reimburse the Company in addition to and without prejudice to such other rights or remedies as full for the non-breaching Party may have at law or in equity. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THIS AGREEMENT IS INTENDED TO COMPLY WITH APPLICABLE RULES AND REGULATIONS GOVERNING THE CONDUCT OF MANAGING GENERAL AGENTS, PROMULGATED BY APPLICABLE REGULATORY AUTHORITY; AS SUCH THIS AGREEMENT SHALL BE AMENDED TO THE EXTENT NECESSARY TO COMPLY WITH SUCH STATUTORY OR REGULATORY REQUIREMENT AS MAY BE AMENDED FROM TIME TO TIMEsums advanced.