Common use of GOVERNING LAW; Assignment; Jurisdiction; Notices Clause in Contracts

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Guaranty shall (a) bind the Parent and its successors and assigns, provided that the Parent may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Majority Lenders or the Lenders, as required by the Credit Agreement (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, and the other Lender Parties and their respective successors and assigns and each Lender Party may, without notice to the Parent and without affecting the Parent’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, to the extent permitted by the Credit Agreement. The Parent hereby irrevocably (i) submits to the non‑exclusive jurisdiction of any United States Federal or New York state court sitting in New York City in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service of process by the Administrative Agent or any Lender Party in connection with such action or proceeding shall be binding on the Parent if sent to the Parent by registered or certified mail at the address for the Parent specified in the Credit Agreement and in the manner provided for notices in Section 9.7 of the Credit Agreement or Section 9.19 of the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORKthe internal laws of the State of New York. This Guaranty shall (a) bind the Parent Guarantor and its successors and assigns, provided that the Parent no Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Majority Lenders or the Lenders, as required by the Credit Agreement (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, and the other Lender Secured Parties and their respective successors and assigns and each Lender Party the Lenders may, without notice to in accordance with Section 10.06 of the Parent Credit Agreement and without affecting the Parent’s obligations of any Guarantor hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, to the extent permitted by the Credit Agreement. The Parent Each Guarantor hereby irrevocably (i) submits to the non‑exclusive non exclusive jurisdiction of any United States Federal or courts of the State of New York state court sitting in New York City County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest full extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service Each of process by the Administrative Agent or parties hereto (x) agrees that a final judgment in any Lender Party in connection with such action or proceeding shall be binding conclusive and may be enforced in other jurisdictions by suit on the Parent if sent judgment or in any other manner provided by law, and (y) consents to the Parent by registered or certified mail service of process out of any of the aforementioned courts, in the manner provided in Section 10.02 of the Credit Agreement, to (A) in the case of the Administrative Agent, at the address for the Parent specified provided in the Credit Agreement and (B) in the case of a Guarantor, at its address set forth opposite its signature page below. All notices and other communications to any Guarantor under this Guaranty shall be in writing and delivered in the manner provided for notices set forth in Section 9.7 of the Credit Agreement or Section 9.19 10.02 of the Credit Agreement. All notices and other communications shall be in writing and addressed to such party at (i) in the case of any Secured Party, as provided in the Credit Agreement, and (ii) in the case of any Guarantor, at its address set forth opposite its signature below.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORKthe internal laws of the State of New York. This Guaranty shall (a) bind the Parent Guarantor and its successors and assigns, provided that the Parent Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Majority Lenders or the Lenders, as required by the Credit Agreement (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the other Lender Parties Lenders and their respective successors and assigns and each Lender Party the Administrative Agent and Lenders may, without notice to the Parent Guarantor and without affecting the ParentGuarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, part to the extent permitted by set forth in (and subject to the requirements of) Section 10.06 of the Credit Agreement. The Parent Each party hereto hereby irrevocably (i) submits to the non‑exclusive non-exclusive jurisdiction of any United States Federal or New York state State court sitting in New York, New York City in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service Each party hereto irrevocably consents to service of process by the Administrative Agent or any Lender Party in connection with such action or proceeding shall be binding on the Parent if sent to the Parent by registered or certified mail at the address for the Parent specified in the Credit Agreement and in the manner provided for notices in Section 9.7 10.02 of the Credit Agreement. All notices and other communications to the Guarantor under this Guaranty shall be in writing and shall be delivered in accordance with Section 10.02 of the Credit Agreement to the Guarantor at its address set forth below or Section 9.19 of at such other address as may be specified by the Credit AgreementGuarantor in a written notice delivered to the Administrative Agent.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORKthe internal laws of the State of New York. This Guaranty shall (a) bind the Parent Guarantor and its successors and assigns, provided that the Parent no Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Majority Lenders or the Lenders, as required by the Credit Agreement (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, and the other Lender Secured Parties and their respective successors and assigns and each Lender Party the Lenders may, without notice to in accordance with Section 10.06 of the Parent Credit Agreement and without affecting the Parent’s obligations of any Guarantor hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, to the extent permitted by the Credit Agreement. The Parent Each Guarantor hereby irrevocably (i) submits to the non‑exclusive non-exclusive jurisdiction of any United States Federal or courts of the State of New York state court sitting in New York City County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service Each of process by the Administrative Agent or parties hereto (x) agrees that a final judgment in any Lender Party in connection with such action or proceeding shall be binding conclusive and may be enforced in other jurisdictions by suit on the Parent if sent judgment or in any other manner provided by law, and (y) consents to the Parent by registered or certified mail service of process out of any of the aforementioned courts, in the manner provided in Section 10.02 of the Credit Agreement, to (A) in the case of the Administrative Agent, at the address for the Parent specified provided in the Credit Agreement and (B) in the case of a Guarantor, at its address set forth opposite its signature page below. All notices and other communications to any Guarantor under this Guaranty shall be in writing and delivered in the manner provided for notices set forth in Section 9.7 of the Credit Agreement or Section 9.19 10.02 of the Credit Agreement. All notices and other communications shall be in writing and addressed to such party at (i) in the case of any Secured Party, as provided in the Credit Agreement, and (ii) in the case of any Guarantor, at its address set forth opposite its signature below.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORKthe internal laws of the State of New York. This Guaranty shall (a) bind the Parent Guarantor and its successors and assigns, provided that the Parent Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Majority Lenders or the Lenders, as required by the Credit Agreement (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the other Lender Parties Lenders and their respective successors and assigns and each Lender Party the Administrative Agent and Lenders may, without notice to the Parent Guarantor and without affecting the Parent’s Guarantor's obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, part to the extent permitted by set forth in (and subject to the requirements of) Section 10.06 of the Credit Agreement. The Parent Each party hereto hereby irrevocably (i) submits to the non‑exclusive exclusive jurisdiction of any United States Federal or the Courts of the State of New York state court sitting in New York City County and the United States District Court of the Southern District of New York, and any Appellate Court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service Each party hereto irrevocably consents to service of process by the Administrative Agent or any Lender Party in connection with such action or proceeding shall be binding on the Parent if sent to the Parent by registered or certified mail at the address for the Parent specified in the Credit Agreement and in the manner provided for notices in Section 9.7 10.02 of the Credit Agreement. All notices and other communications to the Guarantor under this Guaranty shall be in writing and shall be delivered in accordance with Section 10.02 of the Credit Agreement to the Guarantor at its address set forth below or Section 9.19 of at such other address as may be specified by the Credit AgreementGuarantor in a written notice delivered to the Administrative Agent.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Guaranty shall (a) bind the Parent each Guarantor and its successors and assigns, provided that the Parent no Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Majority Lenders or the Lenders, as required by the Credit Agreement (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, and the other Lender Parties and their respective successors and assigns and each Lender Party may, without notice to the Parent any Guarantor and without affecting the Parenteach Guarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, to the extent permitted by the Credit Agreement. The Parent Each Guarantor hereby irrevocably (i) submits to the non‑exclusive non-exclusive jurisdiction of any United States Federal or New York state court sitting in New York City in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service of process by the Administrative Agent or any Lender Party in connection with such action or proceeding shall be binding on the Parent each Guarantor if sent to the Parent Borrower by registered or certified mail at the address for the Parent Borrower specified in the Credit Agreement and in the manner provided for notices in Section 9.7 of the Credit Agreement or Section 9.19 of the Credit Agreement.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORKthe internal laws of the State of New York. This Guaranty shall (a) bind the Parent Guarantor and its successors and assigns, provided that the Parent Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Majority Lenders or the Lenders, as required by the Credit Agreement (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the other Lender Parties Lenders and their respective successors and assigns and each Lender Party the Administrative Agent and Lenders may, without notice to the Parent Guarantor and without affecting the ParentGuarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Hasbro SA Obligations and this Guaranty, in whole or in part, part to the extent permitted by set forth in (and subject to the requirements of) Section 10.06 of the Credit Agreement. The Parent Each party hereto hereby irrevocably (i) submits to the non‑exclusive non-exclusive jurisdiction of any United States Federal or New York state State court sitting in New York, New York City in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service Each party hereto irrevocably consents to service of process by the Administrative Agent or any Lender Party in connection with such action or proceeding shall be binding on the Parent if sent to the Parent by registered or certified mail at the address for the Parent specified in the Credit Agreement and in the manner provided for notices in Section 9.7 10.02 of the Credit Agreement. All notices and other communications to the Guarantor under this Guaranty shall be in writing and shall be delivered in accordance with Section 10.02 of the Credit Agreement to the Guarantor at its address set forth below or Section 9.19 of at such other address as may be specified by the Credit AgreementGuarantor in a written notice delivered to the Administrative Agent.

GOVERNING LAW; Assignment; Jurisdiction; Notices. THIS GUARANTY SHALL BE GOVERNED BYThis Guaranty shall be governed by, AND CONSTRUED IN ACCORDANCE WITHand construed in accordance with, THE INTERNAL LAWS OF THE STATE OF NEW YORKthe internal laws of the State of New York. This Guaranty shall (a) bind the Parent Guarantor and its successors and assigns, provided that the Parent Guarantor may not assign its rights or obligations under this Guaranty without the prior written consent of the Administrative Agent and the Majority Lenders or the Lenders, as required by the Credit Agreement (and any attempted assignment without such consent shall be void), and (b) inure to the benefit of the Administrative Agent, Agent and the other Lender Parties Lenders and their respective successors and assigns and each Lender Party the Administrative Agent and Lenders may, without notice to the Parent Guarantor and ActiveUS 170689984v.4 without affecting the ParentGuarantor’s obligations hereunder, assign, sell or grant participations in the Guaranteed Obligations and this Guaranty, in whole or in part, part to the extent permitted by set forth in (and subject to the requirements of) Section 10.06 of the Credit Agreement. The Parent Each party hereto hereby irrevocably (i) submits to the non‑exclusive exclusive jurisdiction of any United States Federal or the Courts of the State of New York state court sitting in New York City County and the United States District Court of the Southern District of New York, and any Appellate Court from any thereof, in any action or proceeding arising out of or relating to this Guaranty, and (ii) waives to the fullest extent permitted by law any defense asserting an inconvenient forum in connection therewith. Service Each party hereto irrevocably consents to service of process by the Administrative Agent or any Lender Party in connection with such action or proceeding shall be binding on the Parent if sent to the Parent by registered or certified mail at the address for the Parent specified in the Credit Agreement and in the manner provided for notices in Section 9.7 10.02 of the Credit Agreement. All notices and other communications to the Guarantor under this Guaranty shall be in writing and shall be delivered in accordance with Section 10.02 of the Credit Agreement to the Guarantor at its address set forth below or Section 9.19 of at such other address as may be specified by the Credit AgreementGuarantor in a written notice delivered to the Administrative Agent.