Common use of GOVERNING LAW; CONSENT TO FORUM Clause in Contracts

GOVERNING LAW; CONSENT TO FORUM. This agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law provisions. The Pledgor agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement, the Transaction Documents and the Notes (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. The Pledgor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court or that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto 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. If any party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.

GOVERNING LAW; CONSENT TO FORUM. This agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law provisions. The Pledgor agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement, the Transaction Documents and the Notes Note (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. The Pledgor hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court or that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such 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. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto 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. If any party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.

GOVERNING LAW; CONSENT TO FORUM. This agreement Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard York; provided, however, that if any of the Collateral shall be located in any jurisdiction other than New York, the laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Agent’s Lien upon such Collateral and the enforcement of Agent’s other remedies in respect of such Collateral to its conflict the extent that the laws of law provisionssuch jurisdiction are different from or inconsistent with the laws of the State of New York. The Pledgor As part of the consideration for new value received, and regardless of any present or future domicile or principal place of business of Borrowers, any Lender or Agent, each Borrower hereby consents and agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement, the Transaction Documents and the Notes (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in for the City State of New York, Borough of Manhattan. The Pledgor hereby irrevocably submits to or, at Agent’s option, the exclusive jurisdiction of United States District Court for the state and federal courts sitting in the City Southern District of New York, Borough shall have jurisdiction to hear and determine any claims or disputes among Borrowers, Agent and Lenders pertaining to this Agreement or to any matter arising out of Manhattan for the adjudication of or related to this Agreement. Each Borrower expressly submits and consents in advance to such jurisdiction in any dispute hereunder action or suit commenced in connection herewith or with any transaction contemplated hereby or discussed hereinsuch Court, and each Borrower hereby irrevocably waiveswaives any objection that such Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and agrees not to assert in any proceeding, any claim that it is not personally subject hereby consents to the jurisdiction granting of any such court legal or that equitable relief as is deemed appropriate by such proceeding is improperCourt. Each party hereto Borrower hereby irrevocably waives personal service of the summons, complaint and other process and consents to process being served issued in any such proceeding action or suit and agrees that service of such summons, complaint and other process may be made by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) addressed to such party Borrower at the address set forth 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. Nothing contained herein so made shall be deemed completed upon the earlier of such Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to limit in any way any affect the right of Agent to serve legal process in any other manner permitted by law. Each party hereto hereby irrevocably waives, or to preclude the fullest extent permitted enforcement by applicable law, Agent of any and all right judgment or order obtained in such forum or the taking of any action under this Agreement to trial by jury enforce same in any legal proceeding arising out of other appropriate forum or relating to this Agreement or the transactions contemplated hereby. If any party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of such proceedingjurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This agreement Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in Atlanta, Georgia. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to its the conflict of law provisions. The Pledgor agrees that all proceedings concerning the interpretations, enforcement and defense laws principles thereof other than Section 5-1401 of the transactions contemplated by this AgreementNew York General Obligations Law): provided, however, that if any of the Collateral shall be located in any jurisdiction other than New York, the Transaction Documents laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of Lender’s Lien upon such Collateral and the Notes (whether brought against a party hereto enforcement of Lender’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in inconsistent with the state and federal courts sitting in laws of the City State of New York. As part of the consideration for new value received, Borough and regardless of Manhattanany present or future domicile or principal place of business of any Borrower or Lender, each Borrower hereby consents and agrees that the Superior Court of Cxxx County, Georgia, or, at Lender’s option, the United States District Court for the Northern District of Georgia, Atlanta Division, shall have jurisdiction to hear and determine any claims or disputes between Borrowers and Lender pertaining to this Agreement or to any matter arising out of or related to this Agreement. The Pledgor Each Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and each Borrower hereby irrevocably submits waives any objection that such Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the exclusive jurisdiction granting of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder such legal or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it equitable relief as is not personally subject to the jurisdiction of any deemed appropriate by such court or that such proceeding is improperCourt. Each party hereto Borrower hereby irrevocably waives personal service of the summons, complaint and other process and consents to process being served issued in any such proceeding action or suit and agrees that service of such summons, complaint and other process may be made by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) addressed to such party Borrowers at the address set forth 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. Nothing contained herein so made shall be deemed completed upon the earlier of Technologies’ actual receipt thereof or 3 days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to limit in any way any affect the right of Lender to serve legal process in any other manner permitted by law. Each party hereto hereby irrevocably waives, or to preclude the fullest extent permitted enforcement by applicable law, Lender of any and all right judgment or order obtained in such forum or the taking of any action under this Agreement to trial by jury enforce same in any legal proceeding arising out of other appropriate forum or relating to this Agreement or the transactions contemplated hereby. If any party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of such proceedingjurisdiction.

GOVERNING LAW; CONSENT TO FORUM. This agreement Agreement has been negotiated, executed and delivered at and shall be deemed to have been made in New York, New York. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard giving effect to its the conflict of law provisions. The Pledgor agrees that all proceedings concerning the interpretationsprinciples thereof); provided, enforcement and defense however, that, if any of the transactions contemplated by this AgreementCollateral shall be located in any jurisdiction other than New York, the Transaction Documents laws of such jurisdiction shall govern the method, manner and procedure for foreclosure of the applicable Agent’s Lien upon such Collateral and the Notes (whether brought against a party hereto enforcement of such Agent’s other remedies in respect of such Collateral to the extent that the laws of such jurisdiction are different from or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in inconsistent with the state and federal courts sitting in laws of the City State of New York. As part of the consideration for new value received, Borough and regardless of Manhattan. The Pledgor any present or future domicile or principal place offof business of any Borrower, any Lender, any Collateral Agent or any Agent, each Borrower hereby irrevocably submits to consents and agrees that the United States District Court for the Southern District of New York located in New York County (the “Southern District”) shall have the exclusive jurisdiction to hear and determine any claims or disputes among any or all Borrowers, Agents, Collateral Agents and Lenders pertaining to this Agreement or to any matter arising out of the state or related to this Agreement. Each Borrower expressly submits and federal courts sitting consents in the City of New Yorkadvance to such exclusive jurisdiction in any action or suit commenced, Borough of Manhattan for the adjudication of in any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinsuch Court, and each Borrower hereby irrevocably waiveswaives any objection that such Borrower may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and agrees not to assert in any proceeding, any claim that it is not personally subject hereby consents to the jurisdiction granting of any such court legal or that equitable relief as is deemed appropriate by such proceeding is improperCourt. Each party hereto Borrower hereby irrevocably waives personal service of the summons, complaint and other process and consents to process being served issued in any such proceeding action or suit and agrees that service of such summons, complaint and other process may be made by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) addressed to such party Borrower at the address set forth 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. Nothing contained herein so made shall be deemed completed upon the earlier of such Borrower’s actual receipt thereof or four (4) Business Days after deposit in the U.S. mails, proper postage prepaid. Nothing in this Agreement shall be deemed or operate to limit in any way any affect the right of Administrative Agent to serve legal process in any other manner permitted by law, or to preclude the enforcement by Administrative Agent of any judgment or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other appropriate forum or jurisdiction. Each party hereto Canadian Loan Party hereby agrees to irrevocably and unconditionally appoint an agent for service of process located in The City of New York (the “New York Process Agent”), reasonably satisfactory to Administrative Agent, as its agent to receive on behalf of such Canadian Loan Party and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in the Southern District described in paragraph (a) of this subsection 11.13(f) and agrees promptly to appoint a successor New York Process Agent in The City of New York (which successor New York Process Agent shall accept such appointment in a writing reasonably satisfactory to Administrative Agent) prior to the termination for any reason of the appointment of the initial New York Process Agent. CT Corporation, a WoltersKluwer Company, located at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, telephone: 000-000-0000, facsimile: 212-590-9190, has been appointed as the initial New York Process Agent. In any action or proceeding in the Southern District, service may be made on a Canadian Loan Party by delivering a copy of such process to such Canadian Loan Party in care of the New York Process Agent at the New York Process Agent’s address and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Canadian Loan Party at its address specified in subsection 11.2 with (if applicable) a copy to the Borrower Agent (such service to be effective upon such receipt by the New York Process Agent and the depositing of such process in the mails as aforesaid). Each Canadian Loan Party hereby irrevocably waivesand unconditionally authorizes and directs the New York Process Agent to accept such service on its behalf. As an alternate method of service, each Canadian Loan Party irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in the Southern District by mailing of copies of such process to such Canadian Loan Party by certified or registered air mail at its address specified in Section 15.9. Each Canadian Loan Party agrees that, to the fullest extent permitted by applicable law, any and all right to trial by jury a final judgment in any legal proceeding arising out of such action or relating to this Agreement or the transactions contemplated hereby. If any party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other party for manner provided by law. To the extent that a Canadian Loan Party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from setoff or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its reasonable attorneys’ fees property, such Canadian Loan Party hereby irrevocably waives and other reasonable costs agrees not to plead or claim such immunity in respect of its obligations under this Agreement and expenses incurred with the investigation, preparation and prosecution of such proceedingany Credit Document.