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

Governing Law; Consent to Jurisdiction and Venue; Jury Trial Waiver. (a) This Agreement and the legal relations between the parties will be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed in and to be performed in such State and without regard to conflicts of law doctrines unless certain matters are preempted by federal law. (b) Subject to Section 2.4(c), which the parties intend to be the sole and exclusive remedy with respect to disputes concerning Contingent Payments, all actions and proceedings arising out of or relating to this Agreement will be heard and determined in a New York State or a federal court sitting in the Southern District of New York, and the parties to this Agreement hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The parties hereby consent to service of process by mail (in accordance with Section 13.3) or any other manner permitted by law. (c) SELLERS AND BUYER HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SELLERS OR BUYER OR THEIR RESPECTIVE REPRESENTATIVES IN THE NEGOTIATION OR PERFORMANCE HEREOF.

Governing Law; Consent to Jurisdiction and Venue; Jury Trial Waiver. (a) This Agreement and the legal relations between the parties will shall be governed by and construed interpreted in accordance with the laws of the State of New York applicable Delaware without reference to contracts executed any conflict of laws provisions thereof, except where governed by the Bankruptcy Code. Each of the Parties irrevocably and unconditionally submits, for itself and its properties, to the exclusive jurisdiction of the Bankruptcy Court, in and to be performed in such State and without regard to conflicts of law doctrines unless certain matters are preempted by federal law. (b) Subject to Section 2.4(c), which the parties intend to be the sole and exclusive remedy with respect to disputes concerning Contingent Payments, all actions and proceedings any action or proceeding arising out of or relating to this Agreement will be heard and determined in a New York State or a federal court sitting in the Southern District of New York, and the parties to this Agreement hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The parties hereby consent to service of process by mail (in accordance with Section 13.3) or any other manner permitted by lawAgreement. (cb) SELLERS AND BUYER EACH PARTY HEREBY IRREVOCABLY WAIVE ALL WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING DIRECTLY OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF SELLERS ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR BUYER OR THEIR RESPECTIVE REPRESENTATIVES OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE NEGOTIATION OR PERFORMANCE HEREOFEVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.7.

Governing Law; Consent to Jurisdiction and Venue; Jury Trial Waiver. (a) This Agreement and the legal relations between the parties will shall be governed by by, and construed in accordance with with, the laws of the State of New York Illinois applicable to contracts executed in and to be performed in such State and without regard to conflicts of law doctrines unless certain matters are preempted by federal lawthat State. (b) Subject to Section 2.4(c), which the parties intend to be the sole and exclusive remedy with respect to disputes concerning Contingent Payments, all All actions and proceedings arising out of or relating to this Agreement will shall be heard and determined in a New York State an Illinois state or a federal court sitting in the Southern District City of New YorkChicago, Illinois, and the parties Parties to this Agreement hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The parties Parties hereto hereby consent to service of process by mail (in accordance with Section 13.313.2) or any other manner permitted by law. (c) SELLERS AND BUYER THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SELLERS OR THE SELLERS, BUYER OR THEIR RESPECTIVE REPRESENTATIVES IN THE NEGOTIATION OR PERFORMANCE HEREOF.

Governing Law; Consent to Jurisdiction and Venue; Jury Trial Waiver. (a) This Agreement and the legal relations between the parties will shall be governed by by, and construed in accordance with with, the laws of the State of New York Delaware applicable to contracts executed in and to be performed in such State and without regard to conflicts of law doctrines unless certain matters are preempted by federal lawthat State. (b) Subject to Section 2.4(c), which the parties intend to be the sole and exclusive remedy with respect to disputes concerning Contingent Payments, all All actions and proceedings arising out of or relating to this Agreement will Agreement, including the resolution of any and all disputes hereunder, shall be heard and determined in a New York State or a federal court sitting in the Southern District of New YorkBankruptcy Court, and the parties Parties to this Agreement hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The parties Parties hereto hereby consent to service of process by mail (in accordance with Section 13.311.4) or any other manner permitted by law. (c) SELLERS AND BUYER THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SELLERS OR THE COMPANY, BUYER OR THEIR RESPECTIVE REPRESENTATIVES IN THE NEGOTIATION OR PERFORMANCE HEREOF.

Governing Law; Consent to Jurisdiction and Venue; Jury Trial Waiver. (a) This Agreement and the legal relations between the parties will shall be governed by and construed interpreted in accordance with the laws of the State of New York applicable Delaware without reference to contracts executed any conflict of laws provisions thereof, except where governed by the Bankruptcy Code. Each of the Parties irrevocably and unconditionally submits, for itself and its properties, to the exclusive jurisdiction of the Bankruptcy Court, in and to be performed in such State and without regard to conflicts of law doctrines unless certain matters are preempted by federal law. (b) Subject to Section 2.4(c), which the parties intend to be the sole and exclusive remedy with respect to disputes concerning Contingent Payments, all actions and proceedings any action or proceeding arising out of or relating to this Agreement will be heard and determined in a New York State or a federal court sitting in the Southern District of New YorkAgreement. EACH PARTY HEREBY WAIVES, and the parties to this Agreement hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The parties hereby consent to service of process by mail (in accordance with Section 13.3) or any other manner permitted by law. (c) SELLERS AND BUYER HEREBY IRREVOCABLY WAIVE ALL TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING DIRECTLY OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF SELLERS ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR BUYER OR THEIR RESPECTIVE REPRESENTATIVES OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE NEGOTIATION OR PERFORMANCE HEREOFEVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.7.