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

Governing Law and Jurisdiction; Waiver of Jury Trial. This Agreement and any claims arising hereunder will be governed by the laws of the State of Texas, 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 jurisdiction of any Texas state court or United States federal court, 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 these Terms, and you and SAVI Controls hereby irrevocably agree that all claims with respect to any such suit, action or other proceeding shall be heard and determined in such courts. 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, 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 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 RELATED TRANSACTION. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Governing Law and Jurisdiction; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement and any claims claim, controversy or dispute arising hereunder will under or related to this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of TexasNew York, excluding without regard to the principles of conflict conflicts of law thereof. Each party hereto agrees that any action, suit or choice proceeding arising out of lawor 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. The United Nations Convention on Contracts for Each party hereto hereby (1) irrevocably waives personal service of process, (2) waives, to the International Sale of Goods does not apply to these Terms. To the fullest extent permitted by applicable law, you (x) any objection that it may now or hereafter have to the laying of venue of any such action, suit or proceeding; and SAVI Controls (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 submit waives, to the jurisdiction of fullest extent permitted by applicable law, any Texas state court and all right to trial by jury in any action, suit or United States federal court, 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 these Terms, and you and SAVI Controls hereby irrevocably agree this Agreement or the transactions contemplated hereby. Nothing in this Agreement or in any other Transaction Document shall affect any right that all claims with respect the Purchaser may otherwise have to bring any such suit, action or proceeding relating to this Agreement or any other proceeding shall be heard and determined Transaction Document against the Company or any of its Subsidiaries or any of their respective properties or assets in such courts. 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, 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 be all encompassing the courts 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 RELATED TRANSACTION. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtjurisdiction.

Governing Law and Jurisdiction; Waiver of Jury Trial. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement and any claims arising hereunder will shall be governed by the internal laws of the State of TexasNew York, excluding principles of conflict or without giving effect to any choice of lawlaw 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 United Nations Convention on Contracts City of New York, Borough of Manhattan, for the International Sale adjudication of Goods does not apply to these Terms. To the extent permitted by applicable lawany dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, you and SAVI Controls hereby irrevocably submit 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 Texas state court or United States federal such court, in either case sitting in Texas over any that such suit, action or other proceeding is brought by youin an inconvenient forum or that the venue of such suit, a third party, action or SAVI Controls arising out of or relating to these Terms, and you and SAVI Controls proceeding is improper. Each party hereby irrevocably agree that all claims with respect waives personal service of process and consents 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 heard and determined deemed to limit in such courtsany way any right to serve process in any manner permitted by law. THE PARTIES EACH PARTY HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, DISPUTE HEREUNDER OR IN ANY WAY CONNECTED CONNECTION WITH THE PERFORMANCE OR BREACH ARISING OUT OF THIS 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 AGREEMENT OR ANY RELATED TRANSACTION. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtTRANSACTION CONTEMPLATED HEREBY.

Governing Law and Jurisdiction; Waiver of Jury Trial. (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, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 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 and any claims arising hereunder will shall be governed by and construed in accordance with the internal laws of the State of TexasNew York applicable to agreements made and to be performed in such state. Any legal suit, excluding principles action or proceeding arising out of conflict or choice based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of law. The the United Nations Convention on Contracts for States of America located in the International Sale Borough of Goods does not apply to these Terms. To Manhattan in the extent permitted by applicable lawCity of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, you the “Specified Courts”), and SAVI Controls hereby each party irrevocably submit submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Texas state such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or United States federal courtproceeding. Service of any process, in either case sitting in Texas over 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 by youin any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, a third party, action or SAVI Controls arising out of other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or relating to these Terms, and you and SAVI Controls hereby irrevocably agree claim in any such court that all claims with respect to 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 Related Proceeding may be given to or served upon it and shall be heard valid and determined in such courts. THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OFeffective if delivered by DHL Express or other courier service, 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 with electronic proof of delivery to its address on the first page of this waiver is intended 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, 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 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 all encompassing pleaded any such immunity at or in respect of any and all disputes that may be filed in any court such Related Proceeding or other tribunal \(includingRelated Judgment, including, without limitation, contract claimsany immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, 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 the courtamended.

Governing Law and Jurisdiction; Waiver of Jury Trial. This Agreement and any claims arising hereunder will shall be governed by and construed in accordance with the laws of the State of Texas, excluding New York but without regard to principles of conflict or choice conflicts of lawlaws. The United Nations Convention on Contracts for Company and the International Sale of Goods does not apply to these Terms. To the extent permitted by applicable law, you and SAVI Controls hereby Selling Shareholders irrevocably (a) submit to the jurisdiction of any Texas state court of the State of New York or the United States federal court, in either case sitting in Texas over State Federal District Court of the Southern District of New York for the purpose of any suit, action action, or other proceeding brought by you, a third party, or SAVI Controls arising out of this Agreement, or relating to these Termsany of the agreements or transactions contemplated by this Agreement, the Registration Statement and you and SAVI Controls hereby irrevocably agree the Prospectus (each, a "Proceeding"), (b) agrees that all claims with in respect to of any such suit, action or other proceeding shall Proceeding may be heard and determined in any such court, (c) waives, 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 commence any Proceeding other than in such courts, (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 may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in 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 it has notified CT Corporation of such designation and that CT Corporation has accepted the same in writing. Each of the Company and each Selling Shareholder further agrees that, to the extent permitted by law, service of process upon CT Corporation and 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 upon the Company or such Selling Shareholder, as the case may be, in any such suit or proceeding. Each of 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 Additional Closing Date, if any, in the case of the Company. THE PARTIES 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 UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY TRIAL IN RESPECT OF ANY CLAIM OR CAUSE BASED UPON, ARISING OUT OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED CONNECTION WITH THIS AGREEMENT AND THE PERFORMANCE OR BREACH OF TRANSACTIONS CONTEMPLATED BY THIS 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, REGISTRATION STATEMENT 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 the courtPROSPECTUS.