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

Governing Law; Consent to Jurisdiction and Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict of law provisions. All disputes arising out of or in connection with this Note, or in respect of any legal relationship associated with or derived from this Note, shall only be heard in any competent court residing in Clark County, Nevada. The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Holder shall only be brought in such courts. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS CONTEMPLATED BY THIS NOTE. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED BY THIS NOTE, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

Governing Law; Consent to Jurisdiction and Waiver of Jury Trial. This Note Agreement and all questions relating to the interpretation or enforcement of this Agreement shall be governed by and construed in accordance with the laws Laws of the State of Nevada, Delaware without regard to conflict the Laws of law provisionsthe State of Delaware or any other jurisdiction that would call for the application of the substantive laws of any jurisdiction other than Delaware. All disputes Each Party hereby agrees that service of summons, complaint or other process in connection with any Proceedings contemplated hereby may be made in accordance with Section 10.3 to such Party at the address specified pursuant to Section 10.3. Each of the Parties irrevocably submits to the exclusive jurisdiction of the United States District Court for the District of Delaware, or, in the event, but only in the event, that such court does not have jurisdiction over such action or Proceeding, to the exclusive jurisdiction of the Delaware Court of Chancery (or, in the event that such court does not have jurisdiction over such action or Proceeding, to the exclusive jurisdiction of the Delaware Superior Court), (collectively, the “Courts”) for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any Proceeding relating hereto except in connection with this Note, or in respect such Courts). Each of the Parties further agrees that service of any legal relationship associated process, summons, notice or document hand delivered or sent in accordance with Section 10.3 to such Party’s respective address set forth in Section 10.3 will be effective service of process for any Proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of or derived from relating to this NoteAgreement, shall only be heard the Transaction Documents or the transactions contemplated hereby or thereby in the Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any competent such court residing that any such Proceeding brought in Clark Countyany such court has been brought in an inconvenient forum. Notwithstanding the foregoing, Nevada. The Company each Party agrees that a final judgment in any such action or proceeding Proceeding properly brought in accordance with the terms of this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment in any jurisdiction or in any other manner provided by law. The Company further waives any objection to venue at law or in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Holder shall only be brought in such courtsequity. EACH OF THE PARTIES HERETO HEREBY PARTY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT IN ANY PROCEEDING TO ENFORCE OR DEFEND ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, RIGHTS UNDER OR THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS CONTEMPLATED BY THIS NOTE. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED BY THIS NOTE, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13HEREWITH.

Governing Law; Consent to Jurisdiction and Waiver of Jury Trial. This Note Agreement shall be governed by and construed in accordance with the laws of the State of NevadaBermuda, without regard reference to the principles of conflict of law provisionslaws. All disputes arising out Each party hereby irrevocably submits to the exclusive jurisdiction of or in connection with this Note, or the Bermuda courts in respect of any legal relationship associated with or derived from the interpretation and enforcement of the provisions of this NoteAgreement. Each party hereby waives and agrees not to assert, shall only be heard as a defense in any competent court residing in Clark Countyaction, Nevada. The Company agrees that a final judgment in any such action suit or proceeding shall for the interpretation and enforcement hereof, that such action, suit or proceeding may not be conclusive and brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in other jurisdictions or by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Company agrees that any action on or proceeding brought against the Holder shall only be brought in such courts. EACH OF THE PARTIES HERETO PARTY FURTHER ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OR ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OFOF OR RELATING TO THIS AGREEMENT, UNDER OR IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS CONTEMPLATED BY BREACH, TERMINATION OR VALIDITY OF THIS NOTEAGREEMENT. EACH OF THE PARTIES HERETO HEREBY Each party certifies and acknowledges that (A) CERTIFIES THAT NO REPRESENTATIVEno representative, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTEDagent or attorney of any other party has represented, EXPRESSLY OR OTHERWISEexpressly or otherwise, THAT SUCH OTHER PARTY WOULD NOTthat such other party would not, IN THE EVENT OF LITIGATIONin the event of litigation, SEEK TO ENFORCE THE FOREGOING WAIVER AND seek to enforce the foregoing waiver, (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED BY THIS NOTEeach such party understands and has considered the implications of this waiver, AS APPLICABLE(C) each such party makes this waiver voluntarily, BYand (D) each such party has been induced to enter into this Agreement by, AMONG OTHER THINGSamong other things, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13the mutual waivers and certifications in this Section 16.

Governing Law; Consent to Jurisdiction and Waiver of Jury Trial. This Note Supplemental Indenture and any claim, controversy or dispute arising under or related to this Supplemental Indenture shall be governed by by, and construed in accordance with with, the laws governing law of the State of Nevada, without regard to conflict of law provisions. All disputes arising out of or in connection with this Note, or in respect of any legal relationship associated with or derived from this Note, shall only be heard in any competent court residing in Clark County, Nevada. The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further waives any objection to venue in any such action or proceeding on the basis of inconvenient forumIndenture. The Company agrees that any suit, action or proceeding against the Company brought by any Holder of Securities or the Trustee arising out of or based upon this Supplemental Indenture or the Securities may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court thereof, and each of the Company and the Trustee irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may be brought in connection with this Supplemental Indenture or the Securities, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee agrees that final judgment in any such suit, action or proceeding brought against the Holder shall only be brought in such courtscourt shall be conclusive and binding upon it and may be enforced in any court to the jurisdiction of which it is subject by a suit upon such judgment. EACH OF THE PARTIES HERETO COMPANY, THE HOLDERS AND THE TRUSTEE HEREBY WAIVES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY LITIGATION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OFOF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, UNDER OR IN CONNECTION WITH THIS NOTE THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED BY THIS NOTE. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED BY THIS NOTE, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13HEREBY.

Governing Law; Consent to Jurisdiction and Waiver of Jury Trial. This Note letter agreement shall be governed by and construed in accordance with the laws internal substantive Laws of the State of NevadaNew York, without regard giving effect to any choice of Law or conflict of law provisionsLaws rules or provisions (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. All disputes Each Party irrevocably submits to the exclusive jurisdiction of the federal courts of the Southern District of New York or the courts of the State of New York located in the City of New York for the purposes of any suit, action or other proceeding arising out of this letter agreement or in connection with this Note, or in respect any transaction contemplated hereby. Each Party further agrees that service of any legal relationship associated with process, summons, notice or derived from this Notedocument by U.S. registered mail to such Party’s respective address set forth in the “Notices” section hereof shall be effective service of process for any action, shall only be heard in any competent court residing in Clark County, Nevada. The Company agrees that a final judgment in any such action suit or proceeding shall be conclusive with respect to any matters to which it has submitted to jurisdiction in this Section. Each Party irrevocably and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Company further unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this letter agreement or the transactions contemplated hereby in federal courts of the Southern District of New York or the courts of the State of New York located in the City of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such action court that any such action, suit or proceeding on the basis of brought in any such court has been brought in an inconvenient forum. The Company agrees that any action on or proceeding brought against the Holder shall only be brought in such courts. EACH OF THE PARTIES HERETO PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY LITIGATION DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS NOTE LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS NOTE. EACH ACTIONS OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER SUCH PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATIONNEGOTIATION, SEEK TO ENFORCE THE FOREGOING WAIVER ADMINISTRATION, PERFORMANCE AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED BY THIS NOTE, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13ENFORCEMENT HEREOF.