Common use of Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury Clause in Contracts

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to the conflicts of law provisions of such state. (b) Each of the Parties agrees that (i) it shall bring any Proceeding arising out of or otherwise relating to this Agreement or the Transactions exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, irrevocably (A) submits to the exclusive jurisdiction of the Chosen Courts, (B) waives any objection (x) to the laying of venue in any such Proceeding in the Chosen Courts or (y) that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (C) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 8.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof. (c) Each Party irrevocably waives any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the Transactions.

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury. (a) This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and construed in accordance with with, the Laws of the State of Delaware without regard to the conflicts of law provisions of laws provisions, rules or principles thereof (or any other jurisdiction) to the extent that such stateprovisions, rules or principles would direct a matter to another jurisdiction. (b) Each of the Parties agrees that it: (i) it shall bring any Proceeding in connection with, arising out of or otherwise relating to this Agreement, or any instrument or other document delivered pursuant to this Agreement or the Transactions transactions contemplated by this Agreement exclusively in the Chosen Courts; and (ii) solely in connection with such Proceedings, irrevocably (A) irrevocably and unconditionally submits to the exclusive jurisdiction of the Chosen Courts, (B) irrevocably waives any objection (x) to the laying of venue in any such Proceeding in the Chosen Courts or Courts, (yC) irrevocably waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and Party, (CD) agrees that mailing of process or other papers in connection with any such Proceeding in the manner provided in Section 8.2 10.2 or in such other manner as may be permitted by applicable Law shall be valid and sufficient service thereof. thereof and (cE) Each Party irrevocably waives shall not assert as a defense any and all right to trial matter or claim waived by jury in any Proceeding arising out of or relating to this Agreement or the Transactions.foregoing clauses (A) through