Common use of Governing Law and Jurisdiction; Waiver of Jury Trial Clause in Contracts

Governing Law and Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereto agrees that any action, suit or proceeding arising out of or relating to this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) may be commenced in the state courts sitting in New York City, New York, Borough of Manhattan and the United States District Court of the Southern District of New York, and any appellate court from any thereof. Each party hereto hereby (1) irrevocably waives personal service of process, (2) waives, to the fullest extent permitted by applicable law, (x) any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding; and (y) any claim that it may now or hereafter have that any such action, suit or proceeding in such a court has been brought in an inconvenient forum, (3) submits to the nonexclusive jurisdiction of such courts in any such action, suit or proceeding and (4) consents to process being served in any such action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement (and agrees that such service shall constitute good and sufficient service of process and notice thereof). Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Nothing in this Agreement or in any other Transaction Document shall affect any right that the Purchaser may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document against the Company or any of its Subsidiaries or any of their respective properties or assets in the courts of any jurisdiction.

Governing Law and Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and any claim, controversy or dispute arising under or related to this This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard . The Indemnifying Parties irrevocably (a) submit to the principles jurisdiction of conflicts any court of law thereof. Each party hereto agrees that the State of New York or the United State District Court for the Southern District of the State of New York for the purpose of any suit, action, suit or other proceeding arising out of this Agreement, or relating to any of the agreements or transactions contemplated by this Agreement Agreement, the Registration Statement and the Prospectus (whether brought against each, a party hereto or its respective affiliates“Proceeding”), employees or agents(b) agree that all claims in respect of any Proceeding may be commenced heard and determined in the state courts sitting in New York City, New York, Borough of Manhattan and the United States District Court of the Southern District of New York, and any appellate court from any thereof. Each party hereto hereby (1) irrevocably waives personal service of processsuch court, (2c) waiveswaive, to the fullest extent permitted by applicable law, (x) any objection that it may now or hereafter have to the laying of venue immunity from jurisdiction of any such actioncourt or from any legal process therein, suit or proceeding; (d) agree not to commence any Proceeding other than in such courts, and (ye) any claim that it may now or hereafter have that any such action, suit or proceeding in such a court has been brought in an inconvenient forum, (3) submits to the nonexclusive jurisdiction of such courts in any such action, suit or proceeding and (4) consents to process being served in any such action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement (and agrees that such service shall constitute good and sufficient service of process and notice thereof). Each party hereto hereby irrevocably waiveswaive, to the fullest extent permitted by applicable law, any claim that such Proceeding is brought in an inconvenient forum. The Indemnifying Parties, MiTAC International UPC Technology Corporation, MiTAC Incorporated and SYNNEX Technology hereby irrevocably designate CT Corporation System Inc, 000 Xxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000] as agent upon whom process against such parties may be served. The Company further agrees to take any and all right action as may be necessary to trial by jury maintain such designation and appointment of such agent in any actionfull force and effect for a period of seven years from the date of this Agreement. EACH OF THE INDEMNIFYING PARTIES (ON BEHALF OF ITSELF AND, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Nothing in this Agreement or in any other Transaction Document shall affect any right that the Purchaser may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document against the Company or any of its Subsidiaries or any of their respective properties or assets in the courts of any jurisdictionTO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law and Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereto agrees that any action, suit or proceeding arising out of or relating to this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) may be commenced in the state courts sitting in New York City, New York, Borough of or Manhattan and the United States District Court of the Southern District of New York, York and any appellate court from any thereof. Each party hereto hereby (1) irrevocably waives personal service of process, (2) waives, to the fullest extent permitted by applicable law, (x) any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding; and (y) any claim that it may now or hereafter have that any such action, suit or proceeding in such a court has been brought in an inconvenient forum, (3) submits to the nonexclusive jurisdiction of such courts in any such action, suit or proceeding and (4) consents to process being served in any such action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement (and agrees that such service shall constitute good and sufficient service of process and notice thereof). Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Nothing in this Agreement or in any other Transaction Document shall affect any right that the Purchaser may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document against the Company or any of its Subsidiaries or any of their respective properties or assets in the courts of any jurisdiction.

Governing Law and Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereto agrees that any action, suit or proceeding arising out of or relating to this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) may be commenced in the state courts sitting in New York City, New York, Borough of Manhattan and the United States District Court of the Southern District of New York, and any appellate court from any thereof. Each party hereto hereby (1) irrevocably waives personal service of process, (2) waivesand, to the fullest extent permitted by applicable law, all matters arising out of or relating in any way to this Agreement shall be governed by the law of the State of New York including without limitation Section 5-1401 and 5-1402 of New York General Obligations Law, which the parties hereby expressly confirm shall apply. Each of the Company and the Selling Shareholders and the Underwriters irrevocably (xa) any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding; consents and (y) any claim that it may now or hereafter have that any such action, suit or proceeding in such a court has been brought in an inconvenient forum, (3) submits to the nonexclusive jurisdiction of such courts any state or federal court of competent jurisdiction located in the County of New York, the City of New York, the State of New York for the purpose of any suit, action, or other proceeding arising out of or relating to this Agreement, or any of the agreements or transactions contemplated by this Agreement, the Deposit Agreement, the Registration Statement and the Prospectus (each, a “Proceeding”), (b) agrees that all claims in respect of any Proceeding may be heard and determined in any such actioncourt, suit or proceeding and (4c) consents to process being served in any such action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement (and agrees that such service shall constitute good and sufficient service of process and notice thereof). Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agrees not to commence any Proceeding other than in such courts, and all right (e) waives, to trial the fullest extent permitted by jury law, any claim that such Proceeding brought in any actionsuch court is brought in an inconvenient forum. Each of the Company and the Selling Shareholders hereby irrevocably designates CT Corporation System, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Nothing in this Agreement or in any other Transaction Document shall affect any right that the Purchaser may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document 000 Xxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000 as agent upon whom process against the Company or any of its Subsidiaries or Selling Shareholder may be served in any of their respective properties or assets Proceeding which is instituted in the courts of any jurisdictionsuch courts. EACH OF THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) AND THE SELLING SHAREHOLDERS HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, THE ADS REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law and Jurisdiction; Waiver of Jury Trial. All questions concerning the construction(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY IRREVOCABLY WAIVES, validityTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, enforcement and interpretation of this Agreement and any claim, controversy or dispute arising under or related to this ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (b) This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkYork applicable to agreements made and to be performed in such state. Any legal suit, without regard to the principles of conflicts of law thereof. Each party hereto agrees that any action, suit action or proceeding arising out of or relating to based upon this Agreement or the transactions contemplated hereby (whether brought against a party hereto or its respective affiliates, employees or agents“Related Proceedings”) may be commenced instituted in the state federal courts sitting of the United States of America located in New York City, New York, the Borough of Manhattan and in the United States District Court City of New York or the courts of the Southern District State of New YorkYork in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any appellate such court from (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any thereofsuch suit, action or proceeding. Each party hereto hereby (1) irrevocably waives personal Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of processprocess for any suit, (2) waives, to the fullest extent permitted by applicable law, (x) action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection that it may now or hereafter have to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such action, suit or proceeding; and (y) any claim that it may now or hereafter have court that any such actionsuit, suit action or other proceeding brought in any such a court has been brought in an inconvenient forum, (3) submits to . The Company and the nonexclusive jurisdiction of such courts in any such action, suit or proceeding Underwriters acknowledge and (4) consents to process being served in any such action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement (and agrees agree that such service shall constitute good and sufficient service of process in any Related Proceeding may be given to or served upon it and notice thereof)shall be valid and effective if delivered by DHL Express or other courier service, with electronic proof of delivery to its address on the first page of this Agreement, to the attention of its signatory to this Agreement, with a copy to its General Counsel at the same address. Each With respect to any Related Proceeding, each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any and all right to trial by jury Related Judgment, each party waives any such immunity in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Nothing in this Agreement or in any other Transaction Document shall affect any right that the Purchaser may otherwise have to bring any action or proceeding relating to this Agreement Specified Courts or any other Transaction Document against the Company court of competent jurisdiction, and will not raise or claim or cause to be pleaded any of its Subsidiaries such immunity at or any of their respective properties or assets in the courts respect of any jurisdictionsuch Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended.

Governing Law and Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard giving effect to the principles of conflicts any choice of law thereofor conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereto agrees that any action, suit or proceeding arising out hereby irrevocably submits to the exclusive jurisdiction of or relating to this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) may be commenced in the state and federal courts sitting in New York City, The City of New York, Borough of Manhattan and Manhattan, for the United States District Court adjudication of the Southern District of New Yorkany dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any appellate court from suit, action or proceeding, any thereofclaim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereto hereby (1) irrevocably waives personal service of process, (2) waives, to the fullest extent permitted by applicable law, (x) any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding; process and (y) any claim that it may now or hereafter have that any such action, suit or proceeding in such a court has been brought in an inconvenient forum, (3) submits to the nonexclusive jurisdiction of such courts in any such action, suit or proceeding and (4) consents to process being served in any such actionsuit, suit action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement (and agrees that such service shall constitute good and sufficient service of process and notice thereof). Each party hereto hereby irrevocably waives, Nothing contained herein shall be deemed to the fullest extent limit in any way any right to serve process in any manner permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, any and all right to trial by jury in any actionAND AGREES NOT TO REQUEST, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Nothing in this Agreement or in any other Transaction Document shall affect any right that the Purchaser may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document against the Company or any of its Subsidiaries or any of their respective properties or assets in the courts of any jurisdictionA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law and Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement and any claim, controversy or dispute claims arising under or related to this Agreement shall hereunder will be governed by and construed and enforced in accordance with the internal laws of the State of New YorkTexas, without regard excluding principles of conflict or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. To the extent permitted by applicable law, you and SAVI Controls hereby irrevocably submit to the principles jurisdiction of conflicts of law thereof. Each party hereto agrees that any actionTexas state court or United States federal court, suit in either case sitting in Texas over any suit, action or other proceeding brought by you, a third party, or SAVI Controls arising out of or relating to this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) may be commenced in the state courts sitting in New York City, New York, Borough of Manhattan and the United States District Court of the Southern District of New Yorkthese Terms, and any appellate court from any thereof. Each party hereto you and SAVI Controls hereby (1) irrevocably waives personal service of process, (2) waives, agree that all claims with respect to the fullest extent permitted by applicable law, (x) any objection that it may now or hereafter have to the laying of venue of any such actionsuit, suit action or proceeding; other proceeding shall be heard and (y) any claim that it may now or hereafter have that any such action, suit or proceeding determined in such a court has been brought in an inconvenient forumcourts. THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, (3) submits RELATED TO, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG THEM. The scope of this waiver is intended to the nonexclusive jurisdiction be all encompassing of such courts in any such action, suit or proceeding and (4) consents to process being served in any such action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement (and agrees that such service shall constitute good and sufficient service of process and notice thereof). Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right disputes that may be filed in any court or other tribunal \(including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT, AND RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION. In the event of litigation, this Agreement may be filed as a written consent to a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Nothing in this Agreement or in any other Transaction Document shall affect any right that the Purchaser may otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document against the Company or any of its Subsidiaries or any of their respective properties or assets in the courts of any jurisdictioncourt.

Governing Law and Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and any claim, controversy or dispute arising under or related to this (a) This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard . The Company irrevocably (i) submits to the principles exclusive jurisdiction of conflicts any court of law thereof. Each party hereto agrees that any action, suit or proceeding arising out the State of or relating to this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) may be commenced New York located in the state courts sitting in New York City, City and County of New York, Borough of Manhattan and or any federal courts of the United States District Court of America located in the Southern District City and County of New York, Borough of Manhattan (the “Specified Courts”) for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated by this Agreement, the Registration Statement and any appellate court from any thereof. Each party hereto hereby the Prospectus (1) irrevocably waives personal service of processeach, a “Proceeding”), (2ii) agrees that all claims in respect of any Proceeding may be heard and determined in any such court, (iii) waives, to the fullest extent permitted by applicable law, any immunity from jurisdiction of any such court or from any legal process therein, (xiii) agrees not to commence any Proceeding other than in such courts, and (iv) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS. (b) The Company hereby appoints Pxxxxxx & Associates, with offices at 800 Xxxxxxx Xxx., Xxxxx 000, Xxxxxx, XX 00000, as its agent for service of process in any suit, action or proceeding and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect. In the event that Pxxxxxx & Associates, is unable to serve as such agent, the Company hereby agrees to maintain the uninterrupted designation of an authorized agent upon whom process may be served in any such suit, action or proceeding and agrees to notify the Underwriters of the name and address of any such future authorized agent. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection that it may now or hereafter have to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such action, suit or proceeding; and (y) any claim that it may now or hereafter have court that any such actionsuit, suit action or other proceeding brought in any such a court has been brought in an inconvenient forum, . (3c) submits to The obligations of the nonexclusive jurisdiction of such courts in any such action, suit or proceeding and (4) consents to process being served in any such action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement (and agrees that such service shall constitute good and sufficient service of process and notice thereof). Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any action, suit or proceeding arising out of or relating Company pursuant to this Agreement in respect of any sum due to any Underwriter or any indemnitee pursuant to Section 8 (“Underwriter Indemnitee”) shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the transactions contemplated herebyfirst business day, following receipt by any Underwriter or Underwriter Indemnitee of any sum adjudged to be so due in such other currency, on which such Underwriter or Underwriter Indemnitee may in accordance with normal banking procedures purchase United States dollars with such other currency. Nothing If the United States dollars so purchased are less than the sum originally due to such Underwriter or Underwriter Indemnitee in United States dollars hereunder, the Company agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or Underwriter Indemnitee against such loss. (d) All payments made or deemed to be made by the Company under this Agreement Agreement, if any, will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature (other than taxes on net income) imposed or levied by or on behalf of the State of Israel or any political subdivision or any taxing authority thereof or therein unless the Company is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental charges. In such event, the Company will pay such additional amounts as will result, after such withholding or deduction, in any other Transaction Document shall affect any right the receipt by each Underwriter and each Underwriter Indemnitee, as the case may be, of the amounts that the Purchaser may would otherwise have to bring any action or proceeding relating to this Agreement or any other Transaction Document against the Company or any of its Subsidiaries or any of their respective properties or assets been receivable in the courts of any jurisdictionrespect thereof.

Governing Law and Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and any claim, controversy or dispute arising under or related to this This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, York but without regard to the principles of conflicts of law thereoflaws. Each party hereto agrees that The Company and the Selling Shareholders irrevocably (a) submit to the jurisdiction of any action, suit or proceeding arising out court of or relating to this Agreement (whether brought against a party hereto or its respective affiliates, employees or agents) may be commenced in the state courts sitting in State of New York City, New York, Borough of Manhattan and or the United States State Federal District Court of the Southern District of New YorkYork for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated by this Agreement, the Registration Statement and any appellate court from any thereof. Each party hereto hereby the Prospectus (1) irrevocably waives personal service of processeach, a "Proceeding"), (2b) agrees that all claims in respect of any Proceeding may be heard and determined in any such court, (c) waives, to the fullest extent permitted by applicable law, (x) any objection that it may now or hereafter have to the laying of venue immunity from jurisdiction of any such actioncourt or from any legal process therein, suit or proceeding; and (yd) agrees not to commence any claim that it may now or hereafter have that any such action, suit or proceeding Proceeding other than in such a court has been brought in an inconvenient forumcourts, (3e) submits to the nonexclusive jurisdiction of such courts in any such action, suit or proceeding and (4) consents to process being served in any such action, suit or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement (and agrees that such service shall constitute good and sufficient service of process and notice thereof). Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any claim that such Proceeding is brought in an inconvenient forum, (f) irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and all right to trial by jury execution) in any actionlegal suit, suit action or proceeding against it arising out of or relating to based on this Agreement or the transactions contemplated hereby. Nothing hereby which is instituted in this Agreement any New York Court or in any other Transaction Document shall affect any right competent court in the British Virgin Islands. Each of the Company and the Selling Shareholders hereby irrevocably designate CT Corporation System Inc. ("CT Corporation"), 111 Eighth Avenue, New York New York 10011 as agent upon whom process xxxxxxx xxx Xxxxxxx xx xxx Xxxxxxx Xxxxxxxlder may be served. Each of the Company and each Selling Shareholder represents to each Underwriter that it has notified CT Corporation of such designation and that CT Corporation has accepted the Purchaser may otherwise have same in writing. Each of the Company and each Selling Shareholder further agrees that, to bring any action or proceeding relating the extent permitted by law, service of process upon CT Corporation and written notice of said service to this Agreement or any other Transaction Document against the Company or such Selling Shareholder, as the case may be, mailed by first class airmail or delivered to it at the address specified in Section 14 shall be deemed in every respect effective service of process upon the Company or such Selling Shareholder, as the case may be, in any such suit or proceeding. Each of its Subsidiaries the Company and each Selling Shareholder further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designation and appointment in full force and effect for five years from the Closing Date or any of their respective properties or assets Additional Closing Date, if any, in the courts case of any jurisdictionthe Company. THE COMPANY AND EACH SELLING SHAREHOLDER (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS IF SUCH PARTY IS NOT A NATURAL PERSON) AND EACH OF THE UNDERWRITERS HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.