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

Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial. This License Agreement will be governed by and construed and enforced according to the domestic laws of the State of New York without giving effect to its conflicts of law or choice of law principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereto agrees that venue for any action to enforce the provisions of this License Agreement shall be properly laid in any courts of the State of New York or any federal court located therein. Each party hereto also hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and any federal courts located therein for any actions, suits or proceedings arising out of or relating to this License Agreement (and agrees not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered or certified mail to it at its address set forth in this License Agreement shall be effective service of process for any action, suit or proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this License Agreement.

Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial. This License Agreement will shall be governed by by, and construed and enforced according to in accordance with, the domestic internal laws of the State of New York York, without giving effect to its any of the conflicts of law or choice of law principles (whether of the State of New York or any other jurisdiction) that which would cause result in the application of the laws substantive law of any jurisdiction other than the State of New Yorkanother jurisdiction. Each party hereto agrees that venue for any action to enforce the provisions of this License Agreement shall be properly laid in any courts of the State of New York or any federal court located therein. Each party parties hereto also hereby irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any federal courts located therein for any actionssuit, suits action, proceeding or proceedings judgment relating to or arising out of or relating to this License Agreement (and agrees not to commence the transactions contemplated hereby. Service of process in connection with any actionsuch suit, suit action or proceeding relating thereto except may be served on each party hereto anywhere in such courts), and further agrees that service the world by the same methods as are specified for the giving of any process, summons, notice or document by U.S. registered or certified mail to it at its address set forth in notices under this License Agreement shall be effective service of process for any action, suit or proceeding brought against it in any such courtAgreement. Each of the parties hereto hereby irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives all right any objection to trial by jury the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any action, proceeding or counterclaim arising out of or relating to this License Agreementsuch court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial. This License Agreement will and the transactions contemplated hereby, and the enforcement of the expert determination provisions of this Agreement, shall be construed in accordance with, and governed by and construed and enforced according to by, the domestic laws of the State of New York without giving effect regard to its conflicts conflict of law or choice of law principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkrules. Each party hereto agrees that venue for any action to enforce the provisions of this License Agreement shall be properly laid in any courts of the State of New York or any federal court located therein. Each party hereto also hereby The Parties irrevocably and unconditionally consents to submit submits to the exclusive jurisdiction of (a) the state courts of located in the State of New York and (b) the United States District Court for the Southern District of New York, with respect to any federal courts located therein for any actionssuit, suits action or proceedings other proceeding arising out of this Agreement or relating any transaction contemplated hereby (including any claim to enforce the expert determination provisions of this License Agreement (and Agreement) or any document or instrument delivered at Closing. Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except hereto in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such courts)court for jurisdictional reasons, in the state courts located in the State of New York. Each of the Parties irrevocably and further agrees that service unconditionally waives any objection to the laying of any process, summons, notice or document by U.S. registered or certified mail to it at its address set forth in this License Agreement shall be effective service venue of process for any action, suit or proceeding brought against it arising out of this Agreement or the transactions contemplated hereby in (i) the state courts located in the State of New York or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally agrees not to plead or claim in any such court. Each of the parties hereto hereby irrevocably waives all right to trial by jury court that any such action, suit or proceeding brought in any actionsuch court has been brought in an inconvenient forum or to raise any similar defense or objection. EACH OF THE PARTIES HEREBY KNOWINGLY, proceeding or counterclaim arising out of or relating to this License AgreementVOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.