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, the Controlling Shareholder and each Selling Shareholder irrevocably appoints CT Corporation System, with offices at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 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, Xxxxx Xxxx, Fame Brilliant or such Selling Shareholder 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, each Controlling Shareholder or such Selling Shareholder, as applicable in any such suit or proceeding. The Company, each Controlling Shareholder and each Selling Shareholder 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, the Registration Statements 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. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Company, each Controlling Shareholder and each Selling Shareholder with respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company, such Controlling Shareholder and such Selling Shareholder agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company, such Controlling Shareholder or such Selling Shareholder, as applicable, an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.

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, the Controlling Shareholder Company and each Selling Shareholder irrevocably appoints CT Corporation SystemXxxxxx Xxxxxxx & Xxxxxxx LLP, with offices at 0 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, and Xxxxxx & Xxxxxx LLP, with offices at 000 Xxxxxx Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 XX 00000-0000, respectively (and its successors) as its their authorized agent agents 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, Xxxxx Xxxx, Fame Brilliant Company or such the Selling Shareholder 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, each Controlling Shareholder Company or such the Selling Shareholder, as applicable applicable, in any such suit or proceeding. The Company, each Controlling Shareholder Company and each the Selling Shareholder 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, the Registration Statements 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. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Company, each Controlling Shareholder and each Selling Shareholder with respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company, such Controlling Shareholder and such Selling Shareholder agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company, such Controlling Shareholder or such Selling Shareholder, as applicable, an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.

GOVERNING LAW, AGENT FOR SERVICE AND JURISDICTION. This Agreement and any claim, controversy or dispute arising under or related to 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 CompanyObligations Law, without giving effect to any choice of law or conflict of law provision or rule (whether of the Controlling Shareholder and each Selling Shareholder irrevocably appoints CT Corporation System, with offices at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (and its successors) as its authorized agent in the Borough of Manhattan in The City State of New York upon which process may be served in or any such suit or proceeding, and agrees other jurisdiction) that service of process upon such agent, and written notice of said service to would cause the Company, Xxxxx Xxxx, Fame Brilliant or such Selling Shareholder 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, each Controlling Shareholder or such Selling Shareholder, as applicable in any such suit or proceeding. The Company, each Controlling Shareholder and each Selling Shareholder irrevocably (a) submits to the non-exclusive jurisdiction application of the Federal and state courts in laws of any jurisdiction other than the Borough of Manhattan in The City State 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, the Registration Statements and any Preliminary Prospectus or the Prospectus, (b) agrees that all claims in respect of any such York. Any legal suit, action or proceeding may arising out of or based upon this Agreement, or the transactions contemplated hereby, shall only be heard instituted in (i) the courts of the State of New York located in the City and determined by any such courtCounty of New York, Borough of Manhattan or (ii) the federal courts of the United States of America, located in the City and County of New York, Borough of Manhattan, (c) waives the “Specified Courts”). The Specified Courts will have jurisdiction over the adjudication of such matters, and the Company and each Underwriter each hereby consent and submit to the fullest extent permitted by applicable law, any immunity from the exclusive jurisdiction of any such court or from any legal processthe Specified Courts and personal service with respect thereto. The Company and each Underwriter hereby consent to personal jurisdiction, (d) agrees not to commence any such suit, action or proceeding other than in such courts, service 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. If for the purposes of obtaining judgment venue in any court it in which any legal proceeding arising out of or in any way relating to this Agreement is necessary to convert a sum due hereunder into brought by any currency other than United States dollars, third party against the parties hereto agreeCompany or any Underwriter. The Company and each Underwriter hereby waive, to the fullest extent permitted by law, 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. Each Underwriter and the Company irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that the rate of exchange used any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the rate at which in accordance with normal banking procedures Company and the Underwriters could purchase United States dollars with such and may be enforced in any other currency courts in The City the jurisdiction of New York on which the business day preceding that on which final judgment Company is given. The obligations of the Companyor may be subject, each Controlling Shareholder and each Selling Shareholder with respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company, such Controlling Shareholder and such Selling Shareholder agrees as a separate obligation and notwithstanding any suit upon such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company, such Controlling Shareholder or such Selling Shareholder, as applicable, an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.

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, the Controlling Shareholder Company and each Selling Shareholder Stockholder irrevocably appoints CT Corporation SystemFox Rothschild LLP, with offices at 000 Xxxxxx Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx Xxxx, Xxx Xxxx 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, Xxxxx Xxxx, Fame Brilliant Company or such Selling Shareholder Stockholder 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, each Controlling Shareholder Company or such Selling ShareholderStockholder, as applicable in any such suit or proceeding. The Company, each Controlling Shareholder Company and each Selling Shareholder Stockholder irrevocably (a) submits to the non-exclusive jurisdiction of the Federal 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, the Registration Statements 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. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Company, each Controlling Shareholder and each Selling Shareholder with respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company, such Controlling Shareholder and such Selling Shareholder agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company, such Controlling Shareholder or such Selling Shareholder, as applicable, an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.

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 CompanyCompany and each its subsidiary, the Controlling Shareholder and each Selling Shareholder irrevocably appoints CT Corporation SystemService Company, with offices at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 XX 00000, XXX (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, Xxxxx Xxxx, Fame Brilliant Company or such Selling Shareholder by the person serving the same to the address provided in Section 140, shall be deemed in every respect effective service of process upon the Company, each Controlling Shareholder Company or such Selling Shareholder, as applicable applicable, in any such suit or proceeding. The Company, each Controlling Shareholder Company and each Selling Shareholder irrevocably (a) submits to the non-exclusive jurisdiction of the Federal federal and state courts in the Borough of Manhattan in The City of New York (collectively, the “Specified Courts”) for the purpose of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated by this Agreement, the Registration Statements 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. If In respect of any judgment or order given or made for the purposes of obtaining judgment in any court it is necessary to convert a sum amount due hereunder into any that is expressed and paid in a currency (the “Judgment Currency”) other than United States dollars, the parties hereto agreeCompany and the Selling Shareholders, to as the fullest extent permitted case may be, will indemnify each Underwriter against any loss incurred by law, that such Underwriter as a result of any variation as between (i) the rate of exchange used shall be at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the rate of exchange at which in accordance with normal banking procedures the Underwriters could an Underwriter is able to purchase United States dollars with the amount of the Judgment Currency actually received by such other currency in The City of New York on the business day preceding that on which final judgment is givenUnderwriter. The obligations foregoing indemnity shall constitute a separate and independent obligation of the CompanyCompany and the Selling Shareholders, each Controlling Shareholder as the case may be, and each Selling Shareholder with respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall, shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in a currency other than connection with the purchase of or conversion into United States dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company, such Controlling Shareholder and such Selling Shareholder agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company, such Controlling Shareholder or such Selling Shareholder, as applicable, an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.

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, the Controlling Shareholder and each Selling Shareholder Company irrevocably appoints CT Corporation SystemSuperCom, Inc., with offices at 000 Xxxxxx Xxxxxx, 00xx Xxxxx900 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 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, Xxxxx Xxxx, Fame Brilliant or such Selling Shareholder 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, each Controlling Shareholder or such Selling Shareholder, as applicable Company in any such suit or proceeding. The Company, each Controlling Shareholder and each Selling Shareholder 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, the Registration Statements 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. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Company, each Controlling Shareholder and each Selling Shareholder with respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company, such Controlling Shareholder and such Selling Shareholder agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company, such Controlling Shareholder or such Selling Shareholder, as applicable, an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.