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 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 Agents each hereby consent to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents 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. The Company and the Placement Agents 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, and the Company hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the Company and the Placement Agents and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company hereby irrevocably designates Orient-Express Hotels Inc. and Corporation Service Company as the designee, appointee and agent of the Company to receive, for and on behalf of the Company service of process in such respective jurisdictions in any legal action or proceeding with respect to this Agreement, the Securities or any document related thereto.

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 LawObligations. No legal proceeding may be commencedThe Company and Selling Shareholder irrevocably appoints Xxxxxx Xxxxxxx & Xxxxxxx LLP, prosecuted or continued with offices at 0 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, and Xxxxxx & Xxxxxx LLP, with offices at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, respectively (and its successors) as their authorized agents in any court other than the courts Borough of the State Manhattan in The City of New York located upon which process may be served in the City and County of New York any such suit or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such mattersproceeding, and agrees that service of process upon such agent, and written notice of said service to the Company and or the Placement Agents each hereby consent Selling Shareholder by the person serving the same to the jurisdiction address provided in Section 14, shall be deemed in every respect effective service of such courts and personal service with respect thereto. The process upon the Company hereby consents to personal jurisdictionor the Selling Shareholder, service and venue as applicable, in any court in which any legal proceeding arising out of such suit or in any way relating to this Agreement is brought by any third party against the Companyproceeding. The Company and the Placement Agents each hereby waive all right Selling Shareholder irrevocably (a) submits to trial by jury 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 legal suit, action or other proceeding (whether based upon contract, tort or otherwise) in any way arising out of this Agreement or relating to this Agreement, and the Company hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the Company and the Placement Agents and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, transactions contemplated by suit upon such judgment. The Company hereby irrevocably designates Orient-Express Hotels Inc. and Corporation Service Company as the designee, appointee and agent of the Company to receive, for and on behalf of the Company service of process in such respective jurisdictions in any legal action or proceeding with respect to this Agreement, the Securities Registration Statements and any Preliminary Prospectus or the Prospectus, (b) agrees that all claims in respect of any document related theretosuch 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 Obligations LawObligations. No legal The Company and each its subsidiary, and each Selling Shareholder irrevocably appoints Corporation Service Company, with offices at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000 Xxx Xxxx, 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 or such Selling Shareholder by the person serving the same to the address provided in Section 0, shall be deemed in every respect effective service of process upon the Company or such Selling Shareholder, as applicable, in any such suit or proceeding. The Company 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 (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 commencedheard and determined by any such court, prosecuted (c) waives to the fullest extent permitted by applicable law, any immunity from the jurisdiction of any such court or continued in from any court legal process, (d) agrees not to commence any such suit, action or proceeding other than in such courts, and (e) waives, to the courts fullest extent permitted by applicable law, any claim that any such suit, action or proceeding is brought in an inconvenient forum. In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the State of New York located in the City and County of New York or in the “Judgment Currency”) other than United States District Court for the Southern District of New Yorkdollars, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Placement Agents Selling Shareholders, as the case may be, will indemnify each hereby consent to Underwriter against any loss incurred by such Underwriter as a result of any variation as between (i) the jurisdiction rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such courts judgment or order and personal service (ii) the rate of exchange at which an Underwriter is able to purchase United States dollars with respect theretothe amount of the Judgment Currency actually received by such Underwriter. The Company hereby consents to personal jurisdiction, service foregoing indemnity shall constitute a separate and venue in any court in which any legal proceeding arising out independent obligation of or in any way relating to this Agreement is brought by any third party against the Company. The Company and the Placement Agents 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, and the Company hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the Company and the Placement Agents Selling Shareholders, as the case may be, and may be enforced shall continue in full force and effect notwithstanding any other courts in the jurisdiction of which the Company is such judgment or may be subject, by suit upon such judgmentorder as aforesaid. The Company hereby irrevocably designates Orient-Express Hotels Inc. term “rate of exchange” shall include any premiums and Corporation Service Company as costs of exchange payable in connection with the designee, appointee and agent purchase of the Company to receive, for and on behalf of the Company service of process in such respective jurisdictions in any legal action or proceeding with respect to this Agreement, the Securities or any document related theretoconversion into United States dollars.

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 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 Agents Xxxx each hereby consent to the jurisdiction of such courts and personal service with respect thereto. The Company and Xxxx each hereby consents 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 Xxxx. The Company irrevocably appoints Corporate Services Company, with an office at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in the Borough of Manhattan, The City of New York, New York upon which process may be served in any such 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 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 Agents Xxxx 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, and the Company hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the Company and the Placement Agents Xxxx and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company hereby irrevocably designates Orient-Express Hotels Inc. and Corporation Service Company as the designee, appointee and agent of the Company to receive, for and on behalf of the Company service of process in such respective jurisdictions in any legal action or proceeding with respect to this Agreement, the Securities or any document related thereto.

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 Law. No legal proceeding may be commenced, prosecuted without giving effect to any choice of law or continued in conflict of law provision or rule (whether of the State of New York or any court other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement, or the transactions contemplated hereby, shall only be instituted in (i) the courts of the State of New York located in the City and County of New York York, Borough of Manhattan or in (ii) the federal courts of the United States District Court for of America, located in the Southern District City and County of New York, which courts shall Borough of Manhattan, (the “Specified Courts”). The Specified Courts will have jurisdiction over the adjudication of such matters, and the Company and the Placement Agents each Underwriter each hereby consent and submit to the exclusive jurisdiction of such courts the Specified Courts and personal service with respect thereto. The Company and each Underwriter hereby consents 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 CompanyCompany or any Underwriter. The Company and each Underwriter hereby waive, to the Placement Agents each hereby waive 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 hereby irrevocably waives and unconditionally waive and agree not to plead or claim in any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of Specified Court that any such suit, action or proceeding brought in such respective jurisdictionsany 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 Company and the Placement Agents Underwriters and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company hereby irrevocably designates Orient-Express Hotels Inc. and Corporation Service Company as the designee, appointee and agent of the Company to receive, for and on behalf of the Company service of process in such respective jurisdictions in any legal action or proceeding with respect to this Agreement, the Securities or any document related thereto.

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 LawObligations. No legal proceeding may be commencedThe Company, prosecuted or continued 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 any court other than the courts Borough of the State Manhattan in The City of New York located 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 and County of New York or in the United States District Court for the Southern District purpose of New Yorkany suit, which courts shall have jurisdiction over the adjudication of such matters, and the Company and the Placement Agents each hereby consent to the jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any legal action or other proceeding arising out of or in any way relating to this Agreement is brought or the transactions contemplated by any third party against the Company. The Company and the Placement Agents 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, and the Company hereby irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. The Company agrees that a final judgment in any such legal proceeding brought in any such court shall be conclusive and binding upon the Company and the Placement Agents and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. The Company hereby irrevocably designates Orient-Express Hotels Inc. and Corporation Service Company as the designee, appointee and agent of the Company to receive, for and on behalf of the Company service of process in such respective jurisdictions in any legal action or proceeding with respect to this Agreement, the Securities 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 document related theretoperson 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.