Common use of Forum Selection and Consent to Jurisdiction Clause in Contracts

Forum Selection and Consent to Jurisdiction. Any litigation in connection with or in any way related to this Agreement will be brought and maintained exclusively in the courts of the State of New York or in the United States District Court for the Southern District of New York. The Junior Noteholder and each Loan Party hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of New York and of the United States District Court for the Southern District of New York for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. The Junior Noteholder and each Loan Party further irrevocably consents to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside the State of New York. The Junior Noteholder and each Loan Party hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum. To the extent that the Junior Noteholder or any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, then such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement.

Forum Selection and Consent to Jurisdiction. Any litigation based thereon, or arising out of, under, or in connection with with, this agreement or in any way related to this Agreement will course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Grantee shall be brought and maintained exclusively in the federal courts of the State of New York Arizona without reference to its conflicts of laws rules or in the United States District Court for the Southern District of New Yorkprinciples. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably submits to jurisdiction exclusively with the jurisdiction of the courts federal Courts of the State of New York and of the United States District Court for the Southern District of New York Arizona for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. The Junior Noteholder and each Loan Party Company further irrevocably consents to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside without the State of New YorkArizona. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an any inconvenient forum. To the extent that the Junior Noteholder or any Loan Party Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, then such party . The Company hereby irrevocably waives such immunity in respect of its obligations under this Agreementagreement and the other loan documents.

Forum Selection and Consent to Jurisdiction. Any litigation based thereon, or arising out of, under, or in connection with with, this agreement or in any way related to this Agreement will course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Optionholder shall be brought and maintained exclusively in the federal courts of the State of New York Nevada without reference to its conflicts of laws rules or in the United States District Court for the Southern District of New Yorkprinciples. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably submits to jurisdiction exclusively with the jurisdiction of the courts federal Courts of the State of New York and of the United States District Court for the Southern District of New York Nevada for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. The Junior Noteholder and each Loan Party Company further irrevocably consents to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside without the State of New YorkNevada. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an any inconvenient forum. To the extent that the Junior Noteholder or any Loan Party Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, then such party . The Company hereby irrevocably waives such immunity in respect of its obligations under this Agreementagreement and the other loan documents.

Forum Selection and Consent to Jurisdiction. Any litigation based thereon, or arising out of, under, or in connection with with, this agreement or in any way related to this Agreement will course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Holder shall be brought and maintained exclusively in the courts of the State of New York or in the United States District Court for the Southern District of New YorkDelaware. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably submits to the jurisdiction of the state and federal courts of the State of New York and of the United States District Court for the Southern District of New York Delaware for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. The Junior Noteholder and each Loan Party Company further irrevocably consents to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside without the State of New YorkDelaware. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an any inconvenient forum. To the extent that the Junior Noteholder or any Loan Party Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, then such party . The Company hereby irrevocably waives such immunity in respect of its obligations under this Agreementagreement and the other loan documents.

Forum Selection and Consent to Jurisdiction. Any litigation based thereon, or arising out of, under, or in connection with with, this agreement or in any way related to this Agreement will course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Holder shall be brought and maintained exclusively in the courts of the State of New York or in the United States District Court for the Southern District of New York. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably submits to the jurisdiction of the state and federal courts of the State of New York and of the United States District Court for the Southern District of New York for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. The Junior Noteholder and each Loan Party Company further irrevocably consents to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside without the State of New York. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an any inconvenient forum. To the extent that the Junior Noteholder or any Loan Party Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, then such party the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreementagreement and the other loan documents.

Forum Selection and Consent to Jurisdiction. Any litigation based thereon, or arising out of, under, or in connection with with, this agreement or in any way related to this Agreement will course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Warrantholder shall be brought and maintained exclusively in the federal courts of the State of New York Arizona without reference to its conflicts of laws rules or in the United States District Court for the Southern District of New Yorkprinciples. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably submits to jurisdiction exclusively with the jurisdiction of the courts federal Courts of the State of New York and of the United States District Court for the Southern District of New York Arizona for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. The Junior Noteholder and each Loan Party Company further irrevocably consents to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside without the State of New YorkArizona. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an any inconvenient forum. To the extent that the Junior Noteholder or any Loan Party Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, then such party . The Company hereby irrevocably waives such immunity in respect of its obligations under this Agreementagreement and the other loan documents.

Forum Selection and Consent to Jurisdiction. Any litigation based thereon, or arising out of, under, or in connection with with, this agreement or in any way related to this Agreement will course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Purchaser shall be brought and maintained exclusively in the Federal courts of the State of New York or in the United States District Court for the Southern District state of New York. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably submits to the jurisdiction of the federal courts of the State of New York and of the United States District Court for the Southern District of New York for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. The Junior Noteholder and each Loan Party Company further irrevocably consents to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside without the State of New York. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an any inconvenient forum. To the extent that the Junior Noteholder or any Loan Party Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, then such party . The Company hereby irrevocably waives such immunity in respect of its obligations under this Agreementagreement and the other loan documents.

Forum Selection and Consent to Jurisdiction. Any litigation arising out of, under, or in connection with with, this Debenture or in any way related to this Agreement will course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Holder shall be brought and maintained exclusively in the courts of the State of New York or in the United States District Court for the Southern District of New YorkNevada. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably submits to the jurisdiction of the state and federal courts of the State of New York and of the United States District Court for the Southern District of New York Nevada for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. The Junior Noteholder and each Loan Party Company further irrevocably consents to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside without the State of New YorkNevada. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an any inconvenient forum. To the extent that the Junior Noteholder or any Loan Party Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, then such party the Company hereby irrevocably waives such immunity in respect of its obligations under this AgreementDebenture.

Forum Selection and Consent to Jurisdiction. Any litigation based on, or arising out of, under, or in connection with or in any way related to with, this Agreement will or any course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Investor shall be brought and maintained exclusively in the courts of the State of New York or in the United States District Court for the Southern District York, County of New YorkManhattan. The Junior Noteholder and each Loan Party parties hereto hereby expressly and irrevocably submits submit to the jurisdiction of the state and federal courts of the State of New York and of the United States District Court for the Southern District of New York for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. The Junior Noteholder and each Loan Party parties hereto further irrevocably consents consent to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside without the State of New York. The Junior Noteholder and each Loan Party parties hereto hereby expressly and irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an any inconvenient forum. To the extent that the Junior Noteholder or any Loan Party has parties hereto have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself themselves or its their property, then such party the parties hereto hereby irrevocably waives waive such immunity in respect of its their obligations under this Agreement.

Forum Selection and Consent to Jurisdiction. Any litigation based thereon, or arising out of, under, or in connection with with, this agreement or in any way related to this Agreement will course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Warrantholder shall be brought and maintained exclusively in the federal courts of the State of New York Arizona without reference to its conflicts of laws rules or in the United States District Court for the Southern District of New Yorkprinciples. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably submits to jurisdiction exclusively with the jurisdiction of the courts federal Courts of the State of New York and of the United States District Court for the Southern District of New York Arizona for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. The Junior Noteholder and each Loan Party Company further irrevocably consents to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside without the State of New YorkArizona. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an any inconvenient forum. To the extent that the Junior Noteholder or any Loan Party Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, then such party . The Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement.agreement and the other loan documents. FORM OF WARRANT

Forum Selection and Consent to Jurisdiction. Any litigation based thereon, or arising out of, under, or in connection with with, this agreement or in any way related to this Agreement will course of conduct, course of dealing, statements (whether oral or written) or actions of the Company or Grantee shall be brought and maintained exclusively in the federal courts of the State of New York Arizona without reference to its conflicts of laws rules or in the United States District Court for the Southern District of New Yorkprinciples. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably submits to jurisdiction exclusively with the jurisdiction of the courts federal Courts of the State of New York and of the United States District Court for the Southern District of New York Arizona for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final and non-appealable judgment rendered thereby in connection with such litigation. The Junior Noteholder and each Loan Party Company further irrevocably consents to the service of process by registered or certified mail, postage prepaid, or by personal service within or outside without the State of New YorkArizona. The Junior Noteholder and each Loan Party Company hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an any inconvenient forum. To the extent that the Junior Noteholder or any Loan Party Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, then such party . The Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement.agreement and the other loan documents. EXHIBIT “A” to Consulting Agreement Dtd 2-1-04