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 shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or 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 hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any 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 suit, action or proceeding, any claim 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 hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A 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 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 giving effect regard to any choice the principles of conflicts of law or 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 Yorkthereof. Each party hereby irrevocably submits hereto agrees that any action, suit or proceeding arising out of or relating to the exclusive jurisdiction of 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 The City of New York City, New York, Borough of Manhattan, for Manhattan and the adjudication United States District Court of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinthe Southern District of New York, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, appellate court from any claim 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 improperthereof. Each party hereto hereby (1) irrevocably waives personal service of process 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 suitaction, 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 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, 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 contained herein shall be deemed to limit in this Agreement or in any way other Transaction Document shall affect any right that the Purchaser may otherwise have to serve process 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYjurisdiction.

Governing Law and Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and, to the constructionfullest extent permitted by applicable law, validity, enforcement and interpretation all matters arising out of or relating in any way to this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause including without limitation Section 5-1401 and 5-1402 of New York General Obligations Law, which the application parties hereby expressly confirm shall apply. Each of the laws Company and the Selling Shareholders and the Underwriters irrevocably (a) consents and submits to the jurisdiction of any jurisdictions other than state or federal court of competent jurisdiction located in the State County of New York. Each party hereby irrevocably submits to , the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough the State of Manhattan, New York for the adjudication purpose of any dispute hereunder 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 connection herewith or with respect of any transaction contemplated hereby or discussed hereinProceeding may be heard and determined in any such court, and hereby irrevocably (c) waives, and to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agrees not to assert commence any Proceeding other than in any suitsuch courts, action or proceedingand (e) waives, to the fullest extent permitted by law, any claim that it is not personally subject to the jurisdiction of such Proceeding brought in any such court, that such suit, action or proceeding court is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party of the Company and the Selling Shareholders hereby irrevocably waives personal service of designates CT Corporation System, 000 Xxxxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000 as agent upon whom process and consents to process being against the Company or any Selling Shareholder may be served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit Proceeding which is instituted in any way any right to serve process in any manner permitted by lawsuch courts. EACH PARTY 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 IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION AND THE TRANSACTIONS CONTEMPLATED HEREBYBY 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, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or 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 Yorkthereof. Each party hereby irrevocably submits hereto agrees that any action, suit or proceeding arising out of or relating to the exclusive jurisdiction of 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 The City of New York City, New York, Borough or Manhattan and the United States District Court of Manhattan, for the adjudication Southern District of New York and any dispute hereunder or in connection herewith or with appellate court from any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim 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 improperthereof. Each party hereto hereby (1) irrevocably waives personal service of process 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 suitaction, 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 such notices to it under this Agreement (and agrees that such service shall constitute good and sufficient service of process and notice thereof). Nothing contained herein shall be deemed Each party hereto hereby irrevocably waives, to limit the fullest extent permitted by applicable law, any and all right to trial by jury in any way any right action, suit or proceeding arising out of or relating to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthis Agreement or the transactions contemplated hereby.

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 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 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 giving effect to any choice action or proceeding arising out of law or conflict based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of law provision the United States of America located in the Borough of Manhattan in the City of New York or rule (whether the courts of the State of New York or any other jurisdictions) that would cause in each case located in the application Borough of Manhattan in the laws of any jurisdictions other than the State City of New York. Each York (collectively, the “Specified Courts”), and each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting (except for proceedings instituted in The City of New York, Borough of Manhattan, for the adjudication of any 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 suit, action or proceeding, any claim that it is not personally subject regard to the jurisdiction enforcement of a judgment of any such courtcourt (a “Related Judgment”), that as to which such suit, action or proceeding jurisdiction is brought in an inconvenient forum or that the venue non-exclusive) of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served courts in any such suit, action or proceeding proceeding. Service of any process, summons, notice or document by mailing a copy thereof mail to such party at the party’s address for such notices to it under this Agreement and agrees that such service set forth above shall constitute good and sufficient be effective service of process and notice thereof. Nothing contained herein shall be deemed to limit for any suit, action or other proceeding brought in any way such court. The parties irrevocably and unconditionally waive any right objection to serve 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 court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and the Underwriters acknowledge and agree that service of process in any manner Related Proceeding may be given to or served upon it and 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. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUESTall immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYservice 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 Related Judgment, each party waives any such immunity in the Specified Courts or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such 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 This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, York but without giving effect regard to principles of conflicts of laws. The Company and the Selling Shareholders irrevocably (a) submit to the jurisdiction of any choice of law or conflict of law provision or rule (whether court of the State of New York or any other jurisdictions) that would cause the application United State Federal District Court of the laws Southern District of New York for the purpose of any jurisdictions suit, action, or other than proceeding arising out of this Agreement, or any of the State agreements or transactions contemplated by this Agreement, the Registration Statement and the Prospectus (each, a "Proceeding"), (b) agrees that all claims in respect of New York. Each party hereby irrevocably submits any Proceeding may be heard and determined in any such court, (c) waives, to the exclusive fullest extent permitted by law, any immunity from jurisdiction of the state and federal courts sitting in The City of New Yorkany such court or from any legal process therein, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and (d) agrees not to assert commence any Proceeding other than in any suitsuch courts, action or proceeding(e) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum, (f) irrevocably waives any immunity to jurisdiction to which it is not personally subject may otherwise be entitled or become entitled (including sovereign immunity, immunity to the jurisdiction of pre-judgment attachment, post-judgment attachment and execution) in any such court, that such legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is brought instituted in an inconvenient forum any New York Court or in any 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 the venue it has notified CT Corporation of such suit, action or proceeding is improperdesignation and that CT Corporation has accepted the same in writing. Each party hereby irrevocably waives personal of the Company and each Selling Shareholder further agrees that, to the extent permitted by law, service of process upon CT Corporation and consents written notice of said service to 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 being served upon the Company or such Selling Shareholder, as the case may be, in any such suitsuit or proceeding. Each of the Company and each Selling Shareholder further agrees to take any and all action, 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 proceeding by mailing a copy thereof to such party at Additional Closing Date, if any, in the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service case of process and notice thereofthe Company. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. 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 IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION AND THE TRANSACTIONS CONTEMPLATED HEREBYBY 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 This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect . The Indemnifying Parties irrevocably (a) submit to the jurisdiction of any choice of law or conflict of law provision or rule (whether court of the State of New York or any other jurisdictions) that would cause the application United State District Court for the Southern District of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, York for the adjudication purpose of any 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 suit, action action, or proceedingother proceeding arising out of this Agreement, or any of the agreements or transactions contemplated by this Agreement, the Registration Statement and the Prospectus (each, a “Proceeding”), (b) agree that all claims in respect of any Proceeding may be heard and determined in any such court, (c) waive, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agree not to commence any Proceeding other than in such courts, and (e) waive, to the fullest extent permitted by law, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding Proceeding is brought in an inconvenient forum or that the venue 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 action as may be necessary to maintain such designation and appointment of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service agent in full force and effect for a period of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at seven years from the address for such notices to it under date of this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawAgreement. EACH PARTY OF THE INDEMNIFYING PARTIES (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION AND THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law and Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement This Agreement and interpretation of this Agreement shall any claims arising hereunder will be governed by the internal laws of the State of New YorkTexas, without giving effect to any excluding principles of conflict or choice of law or conflict law. The United Nations Convention on Contracts for the International Sale of law provision or rule (whether of Goods does not apply to these Terms. To the State of New York or any other jurisdictions) that would cause extent permitted by applicable law, you and SAVI Controls hereby irrevocably submit to the application of the laws jurisdiction of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the Texas state and court or United States federal courts court, in either case sitting in The City of New York, Borough of Manhattan, for the adjudication of any 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 Texas over any suit, action or proceedingother proceeding brought by you, any claim that it is not personally subject a third party, or SAVI Controls arising out of or relating to the jurisdiction of any such courtthese Terms, 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 and you and SAVI Controls hereby irrevocably waives personal service of process and consents agree that all claims with respect to process being served in any such suit, action or other proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit heard and determined in any way any right to serve process in any manner permitted by lawsuch courts. EACH PARTY THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN CONNECTION ANY WAY CONNECTED WITH THE PERFORMANCE OR ARISING OUT BREACH OF THIS AGREEMENT AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG THEM. The scope of this waiver is intended to be all encompassing of any and all 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 TRANSACTION CONTEMPLATED HEREBYRELATED TRANSACTION. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.