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

Governing Law and Venue; Waiver of Jury Trial. (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 rules (whether of the State of Delaware or of any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall only be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Legal Requirements, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.1 shall be deemed effective service of process on such party.

Governing Law and Venue; Waiver of Jury Trial. (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 rules (whether of the State of Delaware or of any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. The parties hereto Parties agree that any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby Transactions (whether brought by any party Party or any of its Affiliates or against any party Party or any of its Affiliates) shall only be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby Parties irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action action and irrevocably waives, to the fullest extent permitted by Legal Requirements, any objection that it may now or hereafter have to the laying of the venue of any such Action action in any such court or that any such Action action brought in any such court has been brought in an inconvenient forum. Process in any such Action action may be served on any party Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party Party agrees that service of process on such party Party as provided in Section 4.1 shall be deemed effective service of process on such partyParty.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard its rules of conflict of laws notwithstanding. Each party hereby agrees and consents to be subject to the conflicts exclusive jurisdiction of law rules (whether the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any other jurisdiction) that would cause state or federal court having jurisdiction over the application of laws of matter situated in New Castle County, Delaware, in any jurisdiction other than the State of Delaware. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any hereby. Each party or any of its Affiliates or against any party or any of its Affiliates) shall only be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction service of such courts (any and of the appropriate appellate courts therefrom) all process in any such Action suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 15 hereof. Each of the parties hereto irrevocably waives, to the fullest extent permitted by Legal Requirements, and unconditionally waives any objection that it may now or hereafter have to the laying of the venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such Action dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court or that any such Action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.1 shall be deemed effective service of process on such party.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement Agreement, the Equity Commitment Letter and the Fee Funding Arrangements and all actions (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, the Equity Commitment Letter or the Fee Funding Arrangements or the negotiation, execution or performance hereof or thereof shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware without regard to the principles of conflicts of law rules (whether law. Each party hereto agrees that it shall bring any Action between the parties or involving any member of the State Company Group or Parent Group arising out of or related to this Agreement, the Equity Commitment Letters or the Fee Funding Arrangements or the transactions contained in or contemplated by this Agreement, the Equity Commitment Letter or the Fee Funding Arrangements exclusively in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery lacks or of declines to accept jurisdiction over a particular matter, any other jurisdiction) that would cause the application of laws of any jurisdiction other than state or federal court within the State of Delaware. The parties hereto agree that any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or ) (the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall only be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court“Chosen Courts”), and each with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the parties hereby irrevocably consents Chosen Courts, (ii) waives any objection to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) laying venue in any such Action and irrevocably waivesin the Chosen Courts, to the fullest extent permitted by Legal Requirements, (iii) waives any objection that it may now the Chosen Courts are an inconvenient forum or hereafter do not have to the laying jurisdiction over any party hereto or any member of the venue of any such Action in any such court Company Group or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party Parent Group and (iv) agrees that service of process on upon such party as provided in Section 4.1 any such Action shall be deemed effective service of process on such partyif notice is given in accordance with Section 8.6.

Governing Law and Venue; Waiver of Jury Trial. (a) This Except to the extent required to be governed by or construed in accordance with the Laws of the State of Kansas under the internal affairs doctrine, this Agreement and all Actions (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws Laws of the State of Delaware, New York without regard to the principles of conflicts of law rules (whether law. Each party hereto agrees that it shall bring any Action among the parties or involving any member of the State of Delaware Company Group or of any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any action seeking to enforce any provision of, or based on any matter Parent Group arising out of or in connection with, related to this Agreement or the transactions contained in or contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall only be brought this Agreement exclusively in the Delaware Chancery Supreme Court or, if such court shall not have jurisdiction, any federal court located in of the State of Delaware New York, County of New York, or other Delaware state courtif under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (together with the appellate courts thereof, the “Chosen Courts”), and each solely with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the parties hereby irrevocably consents Chosen Courts, (ii) waives any objection to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) laying venue in any such Action and irrevocably waivesin the Chosen Courts, to the fullest extent permitted by Legal Requirements, (iii) waives any objection that it may now the Chosen Courts are an inconvenient forum or hereafter do not have to the laying jurisdiction over any party hereto or any member of the venue of any such Action in any such court Company Group or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party Parent Group and (iv) agrees that service of process on upon such party as provided in Section 4.1 any such Action shall be deemed effective service if notice is given in accordance with Section 8.6. The provisions of process on such partythis Section 8.5 shall be enforceable by each Financing Source, each Limited Guarantor Investment Party, their respective Affiliates and their respective successors and permitted assigns.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement and all Actions (whether at law, in contract, in tort, or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance hereof shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware without regard to the principles of conflicts of law rules (whether of the State of Delaware or of any other jurisdiction) that would cause require the application of laws of any jurisdiction Law other than the State of Delaware, including with respect to statutes of limitations. The parties hereto agree Each Party agrees that it shall bring any action seeking to enforce any provision of, or based on any matter Action between the Parties arising out of or in connection with, related to this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall only be brought Transactions exclusively in the Delaware Court of Chancery Court (or, only if such court shall not have jurisdictionthe Delaware Court of Chancery lacks or declines to accept jurisdiction over a particular matter, any state or federal court located in within the State of Delaware or other Delaware state courtDelaware), and each any appellate court thereof (the “Chosen Courts”), and with respect to any such Action (i) irrevocably submits to the exclusive jurisdiction of the parties hereby irrevocably consents Chosen Courts, (ii) waives any objection to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) laying venue in any such Action and irrevocably waivesin the Chosen Courts, to the fullest extent permitted by Legal Requirements, (iii) waives any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in Chosen Courts are an inconvenient forum. Process in any such Action may be served on forum or do not have jurisdiction over any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party hereto and (iv) agrees that service of process on upon such party Party in any such Action shall be effective if notice is given in accordance with Section 9.6. Notwithstanding the foregoing, the Parties may enforce any judgment rendered in the Chosen Courts in any court of competent jurisdiction as provided in Section 4.1 shall be deemed effective service of process on such partyby applicable Law.

Governing Law and Venue; Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of Delaware, without regard to the conflicts of law Law rules (whether of the State of Delaware or of any other jurisdiction) that would cause the application of laws Laws of any jurisdiction other than the State of Delaware. The parties hereto agree that any action Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates) shall only be brought in the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Action and irrevocably waives, to the fullest extent permitted by Legal RequirementsLaw, any objection that it may now or hereafter have to the laying of the venue of any such Action in any such court or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.1 shall be deemed effective service of process on such party.