Common use of Governing Law; Consent to Jurisdiction; Venue Clause in Contracts

Governing Law; Consent to Jurisdiction; Venue. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, to the extent such court declines to accept jurisdiction over a particular matter, any Delaware state or federal court within the State of Delaware) (such courts collectively, the “Delaware Courts”) in the event any dispute arises out of this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any claim or action relating to the Agreement in any court other than the Delaware Courts, (iv) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Delaware Courts, (v) expressly and irrevocably waives (and agrees not to plead or claim) any objection to the laying of venue of any action arising out of the Agreement in the Delaware Courts or that any such action brought in any such court has been brought in an inconvenient forum, and (vi) consents to service of process in the manner set forth in Section 10.4. Each of parties hereto agrees that a final judgment in any 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.

Governing Law; Consent to Jurisdiction; Venue. (a) This Agreement Agreement, and any non-contractual claim arising out of the transactions contemplated by this Agreement, shall be governed by by, and construed in accordance with with, the laws Laws of the State of DelawareNew York, without giving effect to any choice or regardless of Laws that might otherwise govern under applicable principles of conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delawarethereof. (b) Each of the parties hereto Parties hereby (i) expressly agrees that any suit, action or other proceeding arising directly or indirectly out of, under or relating to this Agreement, its negotiation or the transactions contemplated hereby will be heard and determined exclusively in the State and Federal Courts located in the Borough of Manhattan in the City and State of New York (and each agrees that no such suit, action or other proceeding relating to this Agreement will be brought by it or any of its Affiliates except in such court), subject to any appeal; and (ii) irrevocably and unconditionally submits to the exclusive personal jurisdiction of any such court in any such suit, action or other proceeding, irrevocably and unconditionally waives the Delaware Court defense of Chancery and any state appellate court therefrom within the State of Delaware (or, an inconvenient forum to the extent maintenance of any such court declines to accept jurisdiction over a particular mattersuit, any Delaware state action or federal court within the State of Delaware) (such courts collectively, the “Delaware Courts”) in the event any dispute arises out of this Agreement, (ii) other proceeding and agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Each of the Parties further agrees that, (iii) agrees that it will not bring any claim or action relating to the Agreement in any court other than the Delaware Courtsfullest extent permitted by applicable Law, (iv) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Delaware Courts, (v) expressly and irrevocably waives (and agrees not to plead or claim) any objection to the laying of venue service of any action arising out of the Agreement in the Delaware Courts process, summons, notice or that any document by U.S. registered mail to such action brought in any such court has been brought in an inconvenient forum, and (vi) consents to service of process in the manner Person’s respective address set forth in Section 10.410.1 will be effective service of process for any suit, action or other proceeding in New York with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of parties hereto agrees The Parties hereby agree that a final judgment in any such suit, action or other proceeding shall will be conclusive conclusive, subject to any appeal, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Governing Law; Consent to Jurisdiction; Venue. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule laws principles. The Parties hereby irrevocably and unconditionally (whether i) consent to submit to the exclusive jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would cause New York and the application courts of the laws United States of America located in New York, New York for any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (oractions, to the extent such court declines to accept jurisdiction over a particular matter, any Delaware state suits or federal court within the State of Delaware) (such courts collectively, the “Delaware Courts”) in the event any dispute arises proceedings arising out of or relating to this AgreementAgreement and the transactions contemplated hereby and agrees not to commence any action, suit or proceeding relating thereto except in such courts, (ii) agrees that it will not attempt service of any process, summons, notice or document by United States registered or certified mail, to deny a Party’s address in effect pursuant to Section 19.1 shall be effective service of process for any action, suit or defeat such personal jurisdiction by motion or other request for leave from proceeding brought in any such court, (iii) agrees that it will not bring waives any claim objection to personal jurisdiction and the laying of venue of any action, suit or action relating to proceeding arising out of this Agreement or the Agreement transactions contemplated hereby in any court other than the Delaware Courtssuch courts, and (iv) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Delaware Courts, (v) expressly and irrevocably waives (and agrees not to plead or claim) claim in any objection to the laying of venue of any action arising out of the Agreement in the Delaware Courts or such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, (a) a Party shall be entitled to seek injunctive or similar relief in the courts of any jurisdiction to protect such Party’s rights and interests ancillary to such litigation, and (vib) consents to service any action between the Parties regarding the infringement and/or validity of process in the manner set forth in Section 10.4. Each of parties hereto agrees that a final judgment any non-U.S. Patent may be brought by either Party in any action court or proceeding shall be conclusive tribunal having jurisdiction over the Parties and may be enforced in other jurisdictions by suit on such patent matters outside the judgment or in any other manner provided by Law.U.S.

Governing Law; Consent to Jurisdiction; Venue. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule laws principles. The Parties hereby irrevocably and unconditionally (whether i) consent to submit to the exclusive jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would cause New York and the application courts of the laws United States of America located in New York, New York for any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (oractions, to the extent such court declines to accept jurisdiction over a particular matter, any Delaware state suits or federal court within the State of Delaware) (such courts collectively, the “Delaware Courts”) in the event any dispute arises proceedings arising out of or relating to this AgreementAgreement and the transactions contemplated hereby and agrees not to commence any action, suit or proceeding relating thereto except in such courts, (ii) agrees that it will not attempt service of any process, summons, notice or document by United States registered or certified mail, to deny a Party’s address in effect pursuant to Section 20.1, shall be effective service of process for any action, suit or defeat such personal jurisdiction by motion or other request for leave from proceeding brought in any such court, (iii) agrees that it will not bring waives any claim objection to personal jurisdiction and the laying of venue of any action, suit or action relating to proceeding arising out of this Agreement or the Agreement transactions contemplated hereby in any court other than the Delaware Courtssuch courts, and (iv) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Delaware Courts, (v) expressly and irrevocably waives (and agrees not to plead or claim) claim in any objection to the laying of venue of any action arising out of the Agreement in the Delaware Courts or such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, (a) a Party shall be entitled to seek injunctive or similar relief in the courts of any jurisdiction to protect such Party’s rights and interests ancillary to such litigation, and (vib) consents to service any action between the Parties regarding the infringement and/or validity of process in the manner set forth in Section 10.4. Each of parties hereto agrees that a final judgment any non-U.S. Patent may be brought by either Party in any action court or proceeding shall be conclusive tribunal having jurisdiction over the Parties and may be enforced in other jurisdictions by suit on such patent matters outside the judgment or in any other manner provided by Law.U.S.

Governing Law; Consent to Jurisdiction; Venue. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule laws principles. The Parties hereby irrevocably and unconditionally (whether i) consent to submit to the exclusive jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would cause New York and the application courts of the laws United States of America located in New York, New York for any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (oractions, to the extent such court declines to accept jurisdiction over a particular matter, any Delaware state suits or federal court within the State of Delaware) (such courts collectively, the “Delaware Courts”) in the event any dispute arises proceedings arising out of or relating to this AgreementAgreement and the transactions contemplated hereby and agrees not to commence any action, suit or proceeding relating thereto except in such courts, (ii) agrees agree that it will not attempt service of any process, summons, notice or document by United States registered or certified mail, to deny a Party’s address in effect pursuant to Section 15.1, shall be effective service of process for any action, suit or defeat such personal jurisdiction by motion or other request for leave from proceeding brought in any such court, (iii) agrees that it will not bring waive any claim objection to personal jurisdiction and the laying of venue of any action, suit or action relating to proceeding arising out of this Agreement or the Agreement transactions contemplated hereby in any court other than the Delaware Courtssuch courts, and (iv) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Delaware Courts, (v) expressly and irrevocably waives (waive and agrees not to plead or claim) claim in any objection to the laying of venue of any action arising out of the Agreement in the Delaware Courts or such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, (a) a Party shall be entitled to seek injunctive or similar relief in the courts of any jurisdiction to 40 † Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. protect such Party’s rights and interests ancillary to such litigation, and (vib) consents to service any action between the Parties regarding the infringement or validity of process in the manner set forth in Section 10.4. Each of parties hereto agrees that a final judgment any non-U.S. Patent may be brought by either Party in any action court or proceeding shall be conclusive tribunal having jurisdiction over the Parties and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawsuch Patent matters.

Governing Law; Consent to Jurisdiction; Venue. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule laws principles. The Parties hereby irrevocably and unconditionally (whether i) consent to submit to the exclusive jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would cause New York and the application courts of the laws United States of America located in New York, New York for any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (oractions, to the extent such court declines to accept jurisdiction over a particular matter, any Delaware state suits or federal court within the State of Delaware) (such courts collectively, the “Delaware Courts”) in the event any dispute arises proceedings arising out of or relating to this AgreementAgreement and the transactions contemplated hereby and agrees not to commence any action, suit or proceeding relating thereto except in such courts, (ii) agrees agree that it will not attempt service of any process, summons, notice or document by United States registered or certified mail, to deny a Party’s address in effect pursuant to Section 14.1, shall be effective service of process for any action, suit or defeat such personal jurisdiction by motion or other request for leave from proceeding brought in any such court, (iii) agrees that it will not bring waive any claim objection to personal jurisdiction and the laying of venue of any action, suit or action relating to proceeding arising out of this Agreement or the Agreement transactions contemplated hereby in any court other than the Delaware Courtssuch courts, and (iv) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Delaware Courts, (v) expressly and irrevocably waives (waive and agrees not to plead or claim) claim in any objection to the laying of venue of any action arising out of the Agreement in the Delaware Courts or such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, (a) a Party shall be entitled to seek injunctive or similar relief in the courts of any jurisdiction to protect such Party’s rights and interests ancillary to such litigation, and (vib) consents to service any action between the Parties regarding the infringement and/or validity of process in the manner set forth in Section 10.4. Each of parties hereto agrees that a final judgment any non-U.S. Patent may be brought by either Party in any action court or proceeding shall be conclusive tribunal having jurisdiction over the Parties and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawsuch Patent matters.

Governing Law; Consent to Jurisdiction; Venue. (a) This Agreement Agreement, any Additional Document and any other closing documents shall be governed by and construed in accordance with the laws Laws of the State of DelawareNew York as applied to Contracts entered into by New York residents and performed entirely in New York, without giving effect including Section 5-1401 of the New York General Obligations Law. Each of Purchaser and Seller irrevocably submits to any choice or conflict the non-exclusive jurisdiction of law provision or rule (whether i) the Supreme Court of the State of Delaware New York, New York County, and (ii) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any other jurisdiction) transaction contemplated hereby. Purchaser further agrees, and Seller further agrees, that would cause the application of the laws service of any process, summons, notice or document by U.S. registered mail to such person's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction other than as set forth above in the State of Delaware. (b) immediately preceding sentence. Each of the parties party hereto hereby (i) expressly irrevocably waives, and irrevocably submits agrees not to the exclusive personal jurisdiction assert, by way of the Delaware Court of Chancery and motion, as a defense, counterclaim or otherwise, in any state appellate court therefrom within the State of Delaware (or, action or proceeding with respect to the extent such court declines to accept jurisdiction over a particular matter, any Delaware state or federal court within the State of Delaware) (such courts collectively, the “Delaware Courts”) in the event any dispute arises out of this Agreement, (iia) agrees any claim that it will is not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any claim or action relating personally subject to the Agreement in jurisdiction of the above-named courts for any court reason other than the Delaware Courtsfailure to serve process in accordance with this Section 9.8, (ivb) agrees that each it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the other parties shall have fullest extent permitted by applicable Law, that (i) the right to bring any suit, action or proceeding for enforcement of a judgment entered by the Delaware Courts, (v) expressly and irrevocably waives (and agrees not to plead or claim) any objection to the laying of venue of any action arising out of the Agreement in the Delaware Courts or that any such action brought in any such court has been is brought in an inconvenient forum, and (viii) consents to service the venue of process in the manner set forth in Section 10.4. Each of parties hereto agrees that a final judgment in any such suit, action or proceeding shall be conclusive is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Lawsuch courts.

Governing Law; Consent to Jurisdiction; Venue. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareIllinois, without giving effect to any choice or conflict of law provision or rule laws principles. The Parties hereby irrevocably and unconditionally (whether i) consent to submit to the exclusive jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would cause Illinois and the application courts of the laws United States of America located in the County of Peoria, Illinois, for any jurisdiction other than the State actions, suits or proceedings arising out of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits or relating to the exclusive personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, to the extent such court declines to accept jurisdiction over a particular matter, any Delaware state or federal court within the State of Delaware) (such courts collectivelythis Agreement, the “Delaware Courts”) Additional Agreements and the transactions contemplated hereby and agrees not to commence any action, suit or proceeding relating thereto except in the event any dispute arises out of this Agreementsuch courts, (ii) agrees that it will not attempt service of any process, summons, notice or document by United States registered or certified mail, to deny a Party’s address in effect pursuant to Section 13.3, shall be effective service of process for any action, suit or defeat such personal jurisdiction by motion or other request for leave from proceeding brought in any such court, (iii) agrees that it will not bring waives any claim objection to personal jurisdiction and the laying of venue of any action, suit or action relating to proceeding arising out of this Agreement or the Agreement transactions contemplated hereby in any court other than the Delaware Courtssaid courts, and (iv) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Delaware Courts, (v) expressly and irrevocably waives (and agrees not to plead or claim) claim in any objection to the laying of venue of any action arising out of the Agreement in the Delaware Courts or such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, (a) a Party shall be entitled to seek injunctive or similar relief in the courts of any jurisdiction to protect such Party’s rights and interests ancillary to such litigation, and (vib) consents to service any action between the Parties regarding the infringement and/or validity of process in the manner set forth in Section 10.4. Each of parties hereto agrees that a final judgment any patent may be brought by either Party in any action court or proceeding shall be conclusive tribunal (e.g., the U.S. International Trade Commission) having jurisdiction over the Parties and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawsuch patent matters.

Governing Law; Consent to Jurisdiction; Venue. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule laws principles. The Parties hereby irrevocably and unconditionally (whether i) consent to submit to the exclusive jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would cause New York and the application courts of the laws United States of America located in New York, New York for any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (oractions, to the extent such court declines to accept jurisdiction over a particular matter, any Delaware state suits or federal court within the State of Delaware) (such courts collectively, the “Delaware Courts”) in the event any dispute arises proceedings arising out of or relating to this AgreementAgreement and the transactions contemplated hereby and agrees not to commence any action, suit or proceeding relating thereto except in such courts, (ii) agrees agree that it will not attempt service of any process, summons, notice or document by United States registered or certified mail, to deny a Party’s address in effect pursuant to Section 15.1, shall be effective service of process for any action, suit or defeat such personal jurisdiction by motion or other request for leave from proceeding brought in any such court, (iii) agrees that it will not bring waive any claim objection to personal jurisdiction and the laying of venue of any action, suit or action relating to proceeding arising out of this Agreement or the Agreement transactions contemplated hereby in any court other than the Delaware Courtssuch courts, and (iv) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Delaware Courts, (v) expressly and irrevocably waives (waive and agrees not to plead or claim) claim in any objection to the laying of venue of any action arising out of the Agreement in the Delaware Courts or such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, (a) a Party shall be entitled to seek injunctive or similar relief in the courts of any jurisdiction to † Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. protect such Party’s rights and interests ancillary to such litigation, and (vib) consents to service any action between the Parties regarding the infringement or validity of process in the manner set forth in Section 10.4. Each of parties hereto agrees that a final judgment any non-U.S. Patent may be brought by either Party in any action court or proceeding shall be conclusive tribunal having jurisdiction over the Parties and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawsuch Patent matters.

Governing Law; Consent to Jurisdiction; Venue. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareNew York, without giving effect to any choice or conflict of law provision or rule laws principles. Except as provided in Section 17.2, the Parties hereby irrevocably and unconditionally (whether i) consent to submit to the exclusive jurisdiction of the courts of the State of Delaware or any other jurisdiction) that would cause New York and the application courts of the laws United States of America located in New York, New York for any jurisdiction other than the State of Delaware. (b) Each of the parties hereto hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (oractions, to the extent such court declines to accept jurisdiction over a particular matter, any Delaware state suits or federal court within the State of Delaware) (such courts collectively, the “Delaware Courts”) in the event any dispute arises proceedings arising out of or relating to this AgreementAgreement and the transactions contemplated hereby and agrees not to commence any action, suit or proceeding relating thereto except in such courts, (ii) agrees agree that it will not attempt service of any process, summons, notice or document by United States registered or certified mail, to deny a Party’s address in effect pursuant to Section 20.1, shall be effective service of process for any action, suit or defeat such personal jurisdiction by motion or other request for leave from proceeding brought in any such court, (iii) agrees that it will not bring waives any claim objection to personal jurisdiction and the laying of venue of any action, suit or action relating to proceeding arising out of this Agreement or the Agreement transactions contemplated hereby in any court other than the Delaware Courtssuch courts, and (iv) agrees that each of the other parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the Delaware Courts, (v) expressly and irrevocably waives (and agrees not to plead or claim) claim in any objection to the laying of venue of any action arising out of the Agreement in the Delaware Courts or such court that any such action action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, (a) a Party shall be entitled to seek injunctive or similar relief in the courts of any jurisdiction to protect such Party’s rights and interests ancillary to such litigation, and (vib) consents to service any action between the Parties regarding the infringement or validity of process in the manner set forth in Section 10.4. Each of parties hereto agrees that a final judgment any non-U.S. Patent may be brought by either Party in any action court or proceeding shall be conclusive tribunal having jurisdiction over the Parties and may be enforced in other jurisdictions by suit on such patent matters outside the judgment or in any other manner provided by Law.U.S.