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. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such 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. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, IRREVOCABLE AND BARGAINED FOR AGREEMENT AMONG THE PARTIES TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER AMONG THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY WILL INSTEAD BE TRIED BY A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial. All other questions concerning the construction(a) The covenants and waivers made pursuant to this Section 9.09 shall be irrevocable and unmodifiable, validitywhether in writing or orally, enforcement and interpretation shall be applicable to any subsequent amendments, renewals, supplements or modifications of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. (b) This Agreement shall be governed by deemed to be a contract made under the internal laws of the New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of and for all purposes shall be construed in accordance with the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits said State, without regard to the exclusive jurisdiction principles of the state and federal courts sitting in the City conflicts of New York, County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, laws. Any action or proceeding is against the Authority or the City arising out of or relating to this Agreement, the Bonds or the other Related Documents shall be brought by the Purchaser in an inconvenient forum appropriate state or that federal court in the venue of such suit, action or proceeding is improper. Each party hereby State. (c) The Authority and the City irrevocably waives personal consent to the service of any and all process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof or delivering copies of such process to such party the City Attorney of the City at the City’s address for provided in Section 7.2 hereof. The Authority and the City agree that a final judgment (after all appeals have been exhausted) in any such notices to it action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. All mailings under this Agreement and agrees that such service Section shall constitute good and sufficient service of process and notice thereofbe by certified mail, return receipt requested. Nothing contained herein in this Section shall be deemed to limit in any way any affect the right of the Purchaser to serve legal process in any other manner permitted by law. (d) With respect to any suit, actions or proceedings relating to this Agreement, to the fullest extent permitted by applicable law, the Authority, the City and the Purchaser each waives any right it may have to trial by jury. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYThe Authority and the City further warrants and represents that such waiver has been intentionally, WHETHER NOW EXISTING OR HEREAFTER ARISINGknowingly and voluntarily made, AND WHETHER SOUNDING IN CONTRACTfollowing consultation with its legal counsel. If and to the extent that the foregoing waiver of the right to a jury trial is unenforceable for any reason in such forum, TORT OR OTHERWISEthe Authority, the City and the Purchaser each hereby consent to the adjudication of any and all claims pursuant to judicial reference as provided in California Code of Civil Procedure Section 638, and the judicial referee shall be empowered to hear and determine any and all issues in such reference whether fact or law. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWINGThe Authority, VOLUNTARYthe City and the Purchaser each represent that it has reviewed this waiver and consent and it knowingly and voluntarily waives its jury trial rights and consents to judicial reference following the opportunity to consult with legal counsel of its choice on such matters. In the event of litigation, IRREVOCABLE AND BARGAINED FOR AGREEMENT AMONG THE PARTIES TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER AMONG THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY WILL INSTEAD BE TRIED BY A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURYa copy of this agreement may be filed as a written consent to a trial by the court or to judicial reference under California Code of Civil Procedure Section 638 as provided herein. (e) The Authority and the City waives, to the extent not prohibited by law, any right the undersigned may have to claim or recover from the Purchaser in any legal action or proceeding any special, exemplary, punitive or consequential damages. (f) The Purchaser hereby recognizes that the procedural requirements applicable to commencing an action against the Authority and the City differ from requirements applicable to nongovernmental entities.