Common use of Governing Law; Choice of Forum; Waiver of Jury Trial Clause in Contracts

Governing Law; Choice of Forum; Waiver of Jury Trial. THIS PARTICIPATION AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE EXTENT ENFORCEABLE AT SUCH TIME, EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS PARTICIPATION AGREEMENT. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE NON EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY, NEW * Confidential Treatment Requested YORK WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PARTICIPATION AGREEMENT. EACH PARTY WAIVES ANY OBJECTION IT MAY HAVE NOW OR HEREAFTER TO THE VENUE OF ANY SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY CLAIM THAT ANY OF THE FOREGOING HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Choice of Forum; Waiver of Jury Trial. THIS PARTICIPATION AGREEMENT SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL PERFORMANCE, BE GOVERNED BY BY, AND CONSTRUED, ENFORCED AND PERFORMED CONSTRUED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORKDELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE EXTENT ENFORCEABLE AT SUCH TIME, EACH ALL LEGAL ACTIONS OR PROCEEDINGS BROUGHT AGAINST A PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR THIS AGREEMENT MAY BE BROUGHT IN CONNECTION WITH THIS PARTICIPATION AGREEMENT. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE NON EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN NEW YORK COUNTYTHE CITY OF WILMINGTON, NEW * Confidential Treatment Requested YORK DELAWARE, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY ACCEPTS, FOR ITSELF AND IN CONNECTION WITH RESPECT ITS PROPERTIES, THE JURISDICTION OF THE AFORESAID COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS PARTICIPATION AGREEMENT. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY HAVE NOW CLAIM OR HEREAFTER TO THE VENUE OF DEFENSE IN ANY SUIT, SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON-CONVENIENS OR ANY SIMILAR BASIS. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY LEGAL ACTION OR PROCEEDING BY DELIVERY THEREOF TO IT BY HAND OR BY MAIL TO THE ADDRESS SET FORTH IN PARAGRAPH 7(a) HEREOF. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY TO BRING PROCEEDINGS AGAINST ANOTHER PARTY IN THE COURTS OF ANY OTHER JURISDICTION OR TO SERVE PROCESS IN ANY SUCH COURT MANNER PERMITTED BY LAW. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY CLAIM THAT AND ALL RIGHT TO TRIAL BY JURY IN ANY OF THE FOREGOING HAVE BEEN BROUGHT ACTION, SUIT OR COUNTERCLAIM ARISING IN AN INCONVENIENT FORUMCONNECTION WITH THIS AGREEMENT.

Governing Law; Choice of Forum; Waiver of Jury Trial. THIS PARTICIPATION AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS RULES OR PRINCIPLES OF CONFLICTS OF LAW EXCEPT FOR SECTIONS 5-1401 AND 5-1402 THAT WOULD RESULT IN THE APPLICATION OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE EXTENT ENFORCEABLE AT SUCH TIME, EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO LAW OF ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS PARTICIPATION AGREEMENTOTHER JURISDICTION. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE NON NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY, NEW * Confidential Treatment Requested YORK WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PARTICIPATION AGREEMENTASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT HAND DELIVERED OR SENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION IT MAY HAVE NOW OR HEREAFTER TO THE LAYING OF VENUE OF ANY SUITACTION, ACTION SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY OF THE AFOREMENTIONED COURTS AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT AND ANY CLAIM THAT ANY OF THE FOREGOING HAVE SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Choice of Forum; Waiver of Jury Trial. THIS PARTICIPATION AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW EXCEPT FOR SECTIONS (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. , WHICH SHALL APPLY TO THE EXTENT ENFORCEABLE AT SUCH TIME, EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS PARTICIPATION AGREEMENT). THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE NON NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY, NEW * Confidential Treatment Requested YORK WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PARTICIPATION AGREEMENT. EACH PARTY HEREBY WAIVES ANY OBJECTION RIGHT IT MAY HAVE NOW TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR HEREAFTER SIMILAR DOCTRINE OR TO OBJECT TO VENUE WITH RESPECT TO ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION 8.11, AND STIPULATES THAT THE VENUE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, SHALL HAVE IN PERSONAM JURISDICTION OVER EACH OF THEM FOR THE PURPOSE OF LITIGATING ANY SUCH DISPUTE, CONTROVERSY, OR PROCEEDING. EACH PARTY HEREBY AUTHORIZES AND ACCEPTS SERVICE OF PROCESS SUFFICIENT FOR PERSONAL JURISDICTION IN ANY ACTION AGAINST IT AS CONTEMPLATED BY THIS SECTION 8.11 BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO ITS ADDRESS FOR THE GIVING OF NOTICES AS SET FORTH IN SECTION 8.8. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY SUITPARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, ACTION SUIT OR PROCEEDING IN RELATING TO A DISPUTE AND FOR ANY SUCH COURT AND ANY CLAIM THAT ANY OF THE FOREGOING HAVE BEEN BROUGHT IN AN INCONVENIENT FORUMCOUNTERCLAIM WITH RESPECT THERETO.

Governing Law; Choice of Forum; Waiver of Jury Trial. THIS PARTICIPATION AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS RULES OR PRINCIPLES OF CONFLICTS OF LAW EXCEPT FOR SECTIONS 5-1401 AND 5-1402 THAT WOULD RESULT IN THE APPLICATION OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE EXTENT ENFORCEABLE AT SUCH TIME, EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO LAW OF ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS PARTICIPATION AGREEMENTOTHER JURISDICTION. THE PARTIES HEREBY HERETO IRREVOCABLY SUBMIT TO THE NON NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY, NEW * Confidential Treatment Requested YORK WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PARTICIPATION AGREEMENTASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT HAND DELIVERED OR SENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION IT MAY HAVE NOW OR HEREAFTER TO THE LAYING OF VENUE OF ANY SUITACTION, ACTION SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY OF THE AFOREMENTIONED COURTS AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT AND ANY CLAIM THAT ANY OF THE FOREGOING HAVE SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Choice of Forum; Waiver of Jury Trial. THIS PARTICIPATION AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY DEEMED MADE AND CONSTRUED, ENFORCED PREPARED AND PERFORMED SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW EXCEPT FOR LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXTENT ENFORCEABLE AT SUCH TIME, EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS PARTICIPATION AGREEMENT. THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE NON EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK COUNTYAND ANY APPELLATE COURT FROM ANY THEREOF, NEW * Confidential Treatment Requested YORK WITH RESPECT TO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PARTICIPATION AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH PARTY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY HAVE NOW OR HEREAFTER THE RIGHT TO THE VENUE A TRIAL BY JURY IN RESPECT OF ANY SUITLITIGATION ARISING OUT OF, ACTION UNDER OR PROCEEDING IN ANY SUCH COURT CONNECTION WITH THIS AGREEMENT AND ANY CLAIM THAT AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, AS WELL AS ANY OF THE FOREGOING HAVE RIGHT TO CONSOLIDATE ANY ACTION IN CONNECTION WITH ANY MATTER ARISING HEREUNDER WITH ANY OTHER MATTER IN WHICH A JURY TRIAL HAS NOT BEEN BROUGHT IN AN INCONVENIENT FORUMOR CANNOT BE WAIVED.