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. (a) This Agreement shall be governed by and construed in accordance with the internal substantial laws and not the choice of law rules of the State of Arizona. (b) Each party hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the federal or state courts located in Arizona, for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and the parties hereto agree 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 such party’s principal place of business shall be effective service of process for any action, suit or proceeding arising out of the parties in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in such state or federal courts as aforesaid, and hereby further irrevocably and unconditionally waives its right and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (c) The parties hereto each hereby waive trial by jury in any judicial proceeding involving, directly or indirectly, any matters (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with this Agreement, the transactions contemplated hereby or the relationship established hereunder.

Governing Law; Consent to Jurisdiction and Waiver of Jury Trial. (a) This Agreement shall be governed by and construed in accordance with the internal substantial laws and not the choice of law rules of the State of ArizonaNew York. (b) Each party hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the federal or state courts United States of America located in Arizonathe Eastern District of New York, unless such court declines the exercise of jurisdiction, in which case the courts of the State of New York, for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and the parties hereto agree 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 such party’s principal place of business shall be effective service of process for any action, suit or proceeding arising out of the parties in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement Agreement, in the courts of the United States of America located in the Eastern District of New York or the transactions contemplated herebyState of New York, in such state or federal courts as aforesaidapplicable, and hereby further irrevocably and unconditionally waives its right and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (c) The parties hereto each hereby waive trial by jury in any judicial proceeding involving, directly or indirectly, any matters (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with this Agreement, the transactions contemplated hereby or the relationship established hereunder.

Governing Law; Consent to Jurisdiction and Waiver of Jury Trial. (a) This Agreement shall will be governed by by, and construed in accordance with with, the internal substantial laws and not the choice of law rules of the State of Arizona. (b) Each party hereto hereby New York, without regard to such state’s choice of law provisions that would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, the Parties irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the federal or state courts located in Arizona, for agree that any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and the parties hereto agree not to commence any legal action, suit or proceeding relating thereto except in such courts), and further agrees that service of against it with respect to any process, summons, notice matter arising under or document by U.S. registered or certified mail to such party’s principal place of business shall be effective service of process for any action, suit or proceeding arising out of the parties or in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of connection with this Agreement or the transactions contemplated hereby, for recognition or enforcement of any judgment rendered in such state or federal courts as aforesaid, and hereby further irrevocably and unconditionally waives its right and agrees not to plead or claim in any such court that any such action, suit or proceeding proceeding, may be brought in any such court has been brought in an inconvenient forum. (c) The parties hereto each hereby waive trial the United States District Court for the Southern District of New York, and by jury in any judicial proceeding involving, directly or indirectly, any matters (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with execution and delivery of this Agreement, the transactions contemplated hereby Parties irrevocably accept and submit themselves to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the relationship established hereunderforegoing consent to New York jurisdiction, if the U.S. Cases are commenced, the Parties agree that the U.S. Bankruptcy Court will have exclusive jurisdiction of all matters arising out of or in connection with this Agreement. (b) THE PARTIES IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Governing Law; Consent to Jurisdiction and Waiver of Jury Trial. (a) This Agreement shall will be governed by by, and construed in accordance with with, the internal substantial laws and not the choice of law rules of the State of Arizona. (b) Each party hereto hereby New York. By its execution and delivery of this Agreement, the Parties irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the federal or state courts located in Arizona, for agree that any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and the parties hereto agree not to commence any legal action, suit or proceeding relating thereto except in such courts), and further agrees that service of against it with respect to any process, summons, notice matter arising under or document by U.S. registered or certified mail to such party’s principal place of business shall be effective service of process for any action, suit or proceeding arising out of the parties or in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of connection with this Agreement or the transactions contemplated hereby, for recognition or enforcement of any judgment rendered in such state or federal courts as aforesaid, and hereby further irrevocably and unconditionally waives its right and agrees not to plead or claim in any such court that any such action, suit or proceeding proceeding, may be brought in any such court has been brought in an inconvenient forum. (c) The parties hereto each hereby waive trial the United States District Court for the Southern District of New York, and by jury in any judicial proceeding involving, directly or indirectly, any matters (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with execution and delivery of this Agreement, the transactions contemplated hereby Parties irrevocably accept and submit themselves to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the relationship established hereunderforegoing consent to New York jurisdiction, if the Chapter 11 Cases are commenced, the Parties agree that the Bankruptcy Court will have exclusive jurisdiction of all matters arising out of or in connection with this Agreement. (b) THE PARTIES IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Governing Law; Consent to Jurisdiction and Waiver of Jury Trial. (a) 1. This Agreement shall be governed by and construed in accordance with the internal substantial substantive laws and not the choice of law rules of the State of Arizona.A. (b) Each party hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the federal or state courts located in Arizona2. Any proceeding brought with respect to, for any actions, suits or proceedings arising out of or relating to this Agreement must be brought in any court of competent jurisdiction in Maricopa County of Arizona and, by execution and delivery of this Agreement, each party (i) accepts, generally and unconditionally, and irrevocably submits to, the transactions contemplated hereby exclusive jurisdiction of such courts and any related appellate courts and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement and (ii) fully, irrevocably and unconditionally waives any objection or defense it may now or hereafter have as to the venue of any such proceeding brought in such a court or that such court is an inconvenient forum. Each of the parties hereto agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any notice, process, summons, notice summons or other document by U.S. registered or certified mail to such party’s principal place respective address listed herein in one of business the manners set forth in Section 3.E below shall be deemed in every respect effective service of process for any action, suit or proceeding arising out of the parties in any such courtproceeding. Nothing herein shall affect the right of any Person to serve process in any other manner permitted by applicable law. 3. Each party of the Parent and Stockholder hereby irrevocably and unconditionally further expressly waives any objection its or his respective rights to the laying of venue a jury trial of any action, suit claim or proceeding cause of action based upon or arising out of this Agreement or any transaction contemplated by this Agreement or any other dealings between them relating to the transactions contemplated herebysubject matter of this Agreement. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that related to the subject matter of this transaction, in such state or federal courts as aforesaidincluding without limitation, contract claims, tort claims, breach of duty claims, and hereby all other common law and statutory claims. The Parent and Stockholder further irrevocably warrant and unconditionally represent that each has reviewed this waiver with its legal counsel; and that each voluntarily waives its right jury trial rights following consultation with legal counsel. This waiver is irrevocable and agrees not may only be modified in amendments, renewals, supplements or modifications to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. (c) The parties hereto each hereby waive trial by jury in any judicial proceeding involving, directly or indirectly, any matters (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with this Agreement, and any other transaction documents. In the transactions contemplated hereby or event of litigation, this Agreement may be filed as a written consent to trial (without a jury) by the relationship established hereundercourt.