Common use of GOVERNING LAW, AGENT FOR SERVICE AND JURISDICTION Clause in Contracts

GOVERNING LAW, AGENT FOR SERVICE AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation Section 5-1401 of the New York General Obligations. The Company irrevocably appoints CT Corporation, with offices at 100 0xx Xxxxxx #0, Xxx Xxxx, XX 00000 (and its successors) as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 14, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company irrevocably (a) submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York for the purpose of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated by this Agreement, any Registration Statement and any Preliminary Prospectus or the Prospectus, (b) agrees that all claims in respect of any such suit, action or proceeding may be heard and determined by any such court, (c) waives to the fullest extent permitted by applicable law, any immunity from the jurisdiction of any such court or from any legal process, (d) agrees not to commence any such suit, action or proceeding other than in such courts, and (e) waives, to the fullest extent permitted by applicable law, any claim that any such suit, action or proceeding is brought in an inconvenient forum.

GOVERNING LAW, AGENT FOR SERVICE AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation Section 5-1401 of the New York General ObligationsObligations Law. No legal proceeding may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Investor each hereby consent to the jurisdiction of such courts and personal service with respect thereto. The Company irrevocably appoints CT CorporationBlank Rome LLP, with offices an office at 100 0xx Xxxxxx #0000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (and its successors) Xxx Xxxx 00000, as its authorized agent in the Borough of Manhattan in Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 14, 6 shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company irrevocably further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and the Investor each hereby waive all right to trial by jury in any legal proceeding (awhether based upon contract, tort or otherwise) submits in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the non-exclusive jurisdiction of Company and the Federal Investor and state may be enforced in any other courts in the Borough jurisdiction of Manhattan in The City of New York for which the purpose of any suit, action Company is or other proceeding arising out of this Agreement or the transactions contemplated by this Agreement, any Registration Statement and any Preliminary Prospectus or the Prospectus, (b) agrees that all claims in respect of any such suit, action or proceeding may be heard and determined subject, by any suit upon such court, (c) waives to the fullest extent permitted by applicable law, any immunity from the jurisdiction of any such court or from any legal process, (d) agrees not to commence any such suit, action or proceeding other than in such courts, and (e) waives, to the fullest extent permitted by applicable law, any claim that any such suit, action or proceeding is brought in an inconvenient forumjudgment.

GOVERNING LAW, AGENT FOR SERVICE AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation Section 5-1401 of the New York General ObligationsObligations Law. No legal proceeding may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Underwriters each hereby consents to the jurisdiction of such courts and personal service with respect thereto (with notice of such service mailed and delivered to the Company’s Chief Executive Officer at its principal office in Xxxxxxxxxxx, Xxxxxxx, Xxxxxx). The Company irrevocably appoints CT Corporationand the Underwriters each hereby consent to personal jurisdiction, with offices at 100 0xx Xxxxxx #0, Xxx Xxxx, XX 00000 (service and its successors) as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served venue in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided court in Section 14, shall be deemed in every respect effective service of process upon the Company in which any such suit or proceeding. The Company irrevocably (a) submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York for the purpose of any suit, action or other legal proceeding arising out of or in any way relating to this Agreement is brought by any third party against the Company or the transactions contemplated Underwriters. The Company and the Underwriters each hereby waive all right to trial by jury in any legal proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement, any Registration Statement and any Preliminary Prospectus or the Prospectus, (b) . The Company agrees that all claims a final judgment in respect of any such suit, action or legal proceeding brought in any such court shall be conclusive and binding upon the Company and each of the Underwriters and may be heard and determined by enforced in any such court, (c) waives to the fullest extent permitted by applicable law, any immunity from other courts in the jurisdiction of any which the Company is or may be subject, by suit upon such court or from any legal process, (d) agrees not to commence any such suit, action or proceeding other than in such courts, and (e) waives, to the fullest extent permitted by applicable law, any claim that any such suit, action or proceeding is brought in an inconvenient forumjudgment.

GOVERNING LAW, AGENT FOR SERVICE AND JURISDICTION. This Agreement shall THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. The Company agrees that any suit or proceeding arising in respect of this agreement or your engagement will be governed by and construed tried exclusively in accordance with the laws of U.S. District Court for the State Southern District of New YorkYork or, including without limitation Section 5-1401 if that court does not have subject matter jurisdiction, in any state court located in The City and County of the New York General Obligationsand the Company agrees to submit to the jurisdiction of, and to venue in, such courts. The Company irrevocably appoints CT CorporationCorporation Service Company, with offices at 100 0xx 0000 Xxxxxx #0xx xxx Xxxxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000 (and its successors) as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 1415, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company irrevocably (a) submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York for the purpose of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated by this Agreement, any Registration Statement and any Preliminary Prospectus or the Prospectus, (b) agrees that all claims in respect of any such suit, action or proceeding may be heard and determined by any such court, (c) waives to the fullest extent permitted by applicable law, any immunity from the jurisdiction of any such court or from any legal process, (d) agrees not to commence any such suit, action or proceeding other than in such courts, and (e) waives, to the fullest extent permitted by applicable law, any claim that any such suit, action or proceeding is brought in an inconvenient forum.

GOVERNING LAW, AGENT FOR SERVICE AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation Section 5-1401 of the New York General ObligationsObligations Law. No legal proceeding may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Investor each hereby consent to the jurisdiction of such courts and personal service with respect thereto. The Company irrevocably appoints CT CorporationInCorp Services, Inc., with offices an office at 100 0xx Xxxxxx #0One Commerce Plaza - 00 Xxxxxxxxxx Xxx., Xxx XxxxXxxxx 000-X, Xxxxxx, XX 00000 (and its successors) 00000-0000, as its authorized agent in the Borough of Manhattan in The City State of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 14, 6 shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company irrevocably further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and the Investor each hereby waive all right to trial by jury in any legal proceeding (awhether based upon contract, tort or otherwise) submits in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the non-exclusive jurisdiction of Company and the Federal Investor and state may be enforced in any other courts in the Borough jurisdiction of Manhattan in The City of New York for which the purpose of any suit, action Company is or other proceeding arising out of this Agreement or the transactions contemplated by this Agreement, any Registration Statement and any Preliminary Prospectus or the Prospectus, (b) agrees that all claims in respect of any such suit, action or proceeding may be heard and determined subject, by any suit upon such court, (c) waives to the fullest extent permitted by applicable law, any immunity from the jurisdiction of any such court or from any legal process, (d) agrees not to commence any such suit, action or proceeding other than in such courts, and (e) waives, to the fullest extent permitted by applicable law, any claim that any such suit, action or proceeding is brought in an inconvenient forumjudgment.

GOVERNING LAW, AGENT FOR SERVICE AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including without limitation Section 5-1401 of the New York General ObligationsObligations Law. No legal proceeding may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Placement Agent each hereby consent to the jurisdiction of such courts and personal service with respect thereto. The Company and the Placement Agent each hereby consent to personal jurisdiction, service and venue in any court in which any legal proceeding arising out of or in any way relating to this Agreement is brought by any third party against the Company or the Placement Agent. The Company irrevocably appoints CT CorporationBlank Rome LLP, with offices an office at 100 0xx Xxxxxx #0000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (and its successors) Xxx Xxxx 00000, as its authorized agent in the Borough of Manhattan in Manhattan, The City of New York, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to the address provided in Section 14, 14 shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company irrevocably further agrees to take any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement. The Company and the Placement Agent each hereby waive all right to trial by jury in any legal proceeding (awhether based upon contract, tort or otherwise) submits in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the non-exclusive jurisdiction of Company and the Federal Placement Agent and state may be enforced in any other courts in the Borough jurisdiction of Manhattan in The City of New York for which the purpose of any suit, action Company is or other proceeding arising out of this Agreement or the transactions contemplated by this Agreement, any Registration Statement and any Preliminary Prospectus or the Prospectus, (b) agrees that all claims in respect of any such suit, action or proceeding may be heard and determined subject, by any suit upon such court, (c) waives to the fullest extent permitted by applicable law, any immunity from the jurisdiction of any such court or from any legal process, (d) agrees not to commence any such suit, action or proceeding other than in such courts, and (e) waives, to the fullest extent permitted by applicable law, any claim that any such suit, action or proceeding is brought in an inconvenient forumjudgment.