Common use of Governing Law; Exclusive Jurisdiction Clause in Contracts

Governing Law; Exclusive Jurisdiction. The Laws of the State of Texas will govern the construction and enforcement of all of the rights, duties, and obligations arising under, or relating in any manner to, the subject matter of this Agreement, notwithstanding any conflicts of Law principles that would apply the Laws of another jurisdiction. EXCEPT AS PROVIDED BELOW IN THIS SECTION, ANY ACTION, SUIT OR PROCEEDING BROUGHT BY A PARTY THAT IN ANY WAY ARISES OUT OF OR RELATES TO THIS AGREEMENT SHALL BE BROUGHT SOLELY AND EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN DALLAS, TEXAS, AND EACH PARTY IRREVOCABLY ACCEPTS AND SUBMITS TO THE SOLE AND EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS IN PERSONUM, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING BROUGHT BY OR AGAINST IT BY THE OTHER PARTY. EXCEPT AS PROVIDED BELOW IN THIS SECTION, NEITHER PARTY SHALL BRING ANY ACTION, SUIT OR PROCEEDING IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT IN ANY OTHER COURT OR IN ANY OTHER JURISDICTION AND SHALL NOT ASSERT ANY CLAIM, WHETHER AS AN ORIGINAL ACTION OR AS A COUNTERCLAIM OR OTHERWISE, AGAINST THE OTHER IN ANY OTHER COURT OR JURISDICTION. Each party irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any objection that it may now or hereafter have to the venue of any of the aforesaid actions, suits or proceedings in the courts referred to above, and further waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the Agreement or the subject matter hereof or thereof may not be enforced in or by such court. As the only exceptions to any of the above: (a) if a party is entitled to seek injunctive or other equitable relief which is not available in the venue specified in this Section, this Section shall not be deemed to be a bar to the party seeking such relief if such relief is wholly non-monetary injunctive or other equitable relief; and (b) if neither the federal courts nor the state courts sitting in Dallas, Texas will accept jurisdiction over the action, suit or proceeding, then the action, suit or proceeding may be brought in any court of competent jurisdiction located in the United States.

Governing Law; Exclusive Jurisdiction. The This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Texas will govern the construction and enforcement of all Delaware, regardless of the rightsLaws that might otherwise govern under applicable principles of conflicts of Laws thereof. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, dutiesbut only in the event, and obligations that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Claim directly or indirectly based upon, relating to or arising underout of this Agreement or any of the transactions contemplated herein, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated herein in any manner to, court other than the subject matter of this Agreement, notwithstanding any conflicts of Law principles that would apply the Laws of another jurisdiction. EXCEPT AS PROVIDED BELOW IN THIS SECTION, ANY ACTION, SUIT OR PROCEEDING BROUGHT BY A PARTY THAT IN ANY WAY ARISES OUT OF OR RELATES TO THIS AGREEMENT SHALL BE BROUGHT SOLELY AND EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN DALLAS, TEXAS, AND EACH PARTY IRREVOCABLY ACCEPTS AND SUBMITS TO THE SOLE AND EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS IN PERSONUM, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING BROUGHT BY OR AGAINST IT BY THE OTHER PARTY. EXCEPT AS PROVIDED BELOW IN THIS SECTION, NEITHER PARTY SHALL BRING ANY ACTION, SUIT OR PROCEEDING IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT IN ANY OTHER COURT OR IN ANY OTHER JURISDICTION AND SHALL NOT ASSERT ANY CLAIM, WHETHER AS AN ORIGINAL ACTION OR AS A COUNTERCLAIM OR OTHERWISE, AGAINST THE OTHER IN ANY OTHER COURT OR JURISDICTIONChosen Courts. Each party of the parties hereby irrevocably waives waives, and agrees not to assert, by way of motion, as a defense defense, counterclaim or otherwise, in any objection that it may now claim with respect to this Agreement or hereafter have to the venue of any of the aforesaid actionstransactions contemplated herein, suits or proceedings any related agreement, certificate or other document delivered in connection therewith or the courts referred negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to abovethe jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 16, and further waives and agrees not to plead (y) any claim that it or claim in its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that any such (i) the suit, action or proceeding brought in any such court has been is brought in an inconvenient forum, that (ii) the venue of the such suit, action or proceeding is improperimproper or (iii) this Agreement, or that the Agreement or the subject matter hereof or thereof of this Agreement, may not be enforced in or by such courtcourts. As To the only exceptions to any fullest extent permitted by law, each of the above: (a) if a party is entitled parties hereby irrevocably consents to seek injunctive service being made through the notice procedures set forth in Section 13 and agrees that service of any process, summons, notice or other equitable relief which is not available document by email or mail to the respective addresses set forth in Section 13 shall be effective service of process for any Claim in connection with this Agreement or the venue specified Transactions. Nothing in this Section, this Section 16 shall not be deemed affect the right of any party to be a bar to the party seeking such relief if such relief is wholly non-monetary injunctive or other equitable relief; and (b) if neither the federal courts nor the state courts sitting in Dallas, Texas will accept jurisdiction over the action, suit or proceeding, then the action, suit or proceeding may be brought serve legal process in any court of competent jurisdiction located in the United Statesother manner permitted by Law.

Governing Law; Exclusive Jurisdiction. The Laws of the State of Texas will govern the construction and enforcement of all of the rights(a) THIS AGREEMENT, duties, and obligations arising under, or relating in any manner to, the subject matter of this Agreement, notwithstanding any conflicts of Law principles that would apply the Laws of another jurisdiction. EXCEPT AS PROVIDED BELOW IN THIS SECTION, ANY ACTION, SUIT OR PROCEEDING BROUGHT BY A PARTY THAT IN ANY WAY ARISES OUT OF OR RELATES TO THIS AGREEMENT EACH RIGHT AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE BROUGHT SOLELY AND EXCLUSIVELY IN DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OR FEDERAL COURTS LOCATED OF DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN DALLASACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS ENTERED INTO, TEXASMADE WITHIN, AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT ALL PROVISIONS REGARDING THE RIGHTS, DUTIES, LIABILITIES AND OBLIGATIONS OF THE RIGHTS AGENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. (i) THE COMPANY AND EACH PARTY HOLDER OF RIGHTS HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE SOLE AND EXCLUSIVE PERSONAL JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR, IF SUCH COURTS IN PERSONUMCOURT SHALL LACK SUBJECT MATTER JURISDICTION, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OVER ANY SUIT, ACTION, SUIT OR PROCEEDING BROUGHT BY OR AGAINST IT BY THE OTHER PARTY. EXCEPT AS PROVIDED BELOW IN THIS SECTION, NEITHER PARTY SHALL BRING ANY ACTION, SUIT OR PROCEEDING IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT IN ANY OTHER COURT OR IN ANY OTHER JURISDICTION AND SHALL NOT ASSERT ANY CLAIMCONCERNING THIS AGREEMENT. The Company and each holder of Rights acknowledge that the forum designated by this paragraph (b) has a reasonable relation to this Agreement, WHETHER AS AN ORIGINAL ACTION OR AS A COUNTERCLAIM OR OTHERWISEand to such Persons’ relationship with one another. (ii) The Company and each holder of Rights hereby waive, AGAINST THE OTHER IN ANY OTHER COURT OR JURISDICTION. Each party irrevocably waives and agrees not to assert, the fullest extent permitted by way of motion, as a defense or otherwiseapplicable law, any objection that it may which they now or hereafter have to personal jurisdiction or to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings proceeding brought in the courts any court referred to above, in paragraph (b)(i). The Company and further waives and agrees each holder of Rights undertake not to plead or claim commence any action subject to this Agreement in any forum other than the forum described in this paragraph (b). The Company and each holder of Rights agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such court that any such action suit, action, or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the Agreement or the subject matter hereof or thereof may not shall be enforced in or by conclusive and binding upon such court. As the only exceptions to any of the above: (a) if a party is entitled to seek injunctive or other equitable relief which is not available in the venue specified in this Section, this Section shall not be deemed to be a bar to the party seeking such relief if such relief is wholly non-monetary injunctive or other equitable relief; and (b) if neither the federal courts nor the state courts sitting in Dallas, Texas will accept jurisdiction over the action, suit or proceeding, then the action, suit or proceeding may be brought in any court of competent jurisdiction located in the United StatesPersons.

Governing Law; Exclusive Jurisdiction. The Laws of the State of Texas will govern the construction and enforcement of all of the rights(a) THIS PLAN, duties, and obligations arising under, or relating in any manner to, the subject matter of this Agreement, notwithstanding any conflicts of Law principles that would apply the Laws of another jurisdiction. EXCEPT AS PROVIDED BELOW IN THIS SECTION, ANY ACTION, SUIT OR PROCEEDING BROUGHT BY A PARTY THAT IN ANY WAY ARISES OUT OF OR RELATES TO THIS AGREEMENT EACH RIGHT AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE BROUGHT SOLELY AND EXCLUSIVELY IN DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OR FEDERAL COURTS LOCATED OF DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN DALLASACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS ENTERED INTO, TEXASMADE WITHIN, AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. (b) (i) THE COMPANY AND EACH PARTY HOLDER OF RIGHTS HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO THE SOLE AND EXCLUSIVE PERSONAL JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR, IF SUCH COURTS IN PERSONUMCOURT SHALL LACK SUBJECT MATTER JURISDICTION, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OVER ANY SUIT, ACTION, SUIT OR PROCEEDING BROUGHT BY OR AGAINST IT BY THE OTHER PARTY. EXCEPT AS PROVIDED BELOW IN THIS SECTION, NEITHER PARTY SHALL BRING ANY ACTION, SUIT OR PROCEEDING IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT IN ANY OTHER COURT OR IN ANY OTHER JURISDICTION AND SHALL NOT ASSERT ANY CLAIMCONCERNING THIS PLAN. The Company and each holder of Rights acknowledge that the forum designated by this paragraph (b) has a reasonable relation to this Plan, WHETHER AS AN ORIGINAL ACTION OR AS A COUNTERCLAIM OR OTHERWISEand to such Persons’ relationship with one another. (ii) The Company and each holder of Rights hereby waive, AGAINST THE OTHER IN ANY OTHER COURT OR JURISDICTION. Each party irrevocably waives and agrees not to assert, the fullest extent permitted by way of motion, as a defense or otherwiseapplicable law, any objection that it may which they now or hereafter have to personal jurisdiction or to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings proceeding brought in the courts any court referred to above, in paragraph (b)(i). The Company and further waives and agrees each holder of Rights undertake not to plead or claim commence any action subject to this Plan in any forum other than the forum described in this paragraph (b). The Company and each holder of Rights agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such court that any such action suit, action, or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the Agreement or the subject matter hereof or thereof may not shall be enforced in or by conclusive and binding upon such court. As the only exceptions to any of the above: (a) if a party is entitled to seek injunctive or other equitable relief which is not available in the venue specified in this Section, this Section shall not be deemed to be a bar to the party seeking such relief if such relief is wholly non-monetary injunctive or other equitable relief; and (b) if neither the federal courts nor the state courts sitting in Dallas, Texas will accept jurisdiction over the action, suit or proceeding, then the action, suit or proceeding may be brought in any court of competent jurisdiction located in the United StatesPersons.

Governing Law; Exclusive Jurisdiction. The Laws of the State of Texas will govern the construction and enforcement of all of the rights(a) THIS AGREEMENT, duties, and obligations arising under, or relating in any manner to, the subject matter of this Agreement, notwithstanding any conflicts of Law principles that would apply the Laws of another jurisdiction. EXCEPT AS PROVIDED BELOW IN THIS SECTION, ANY ACTION, SUIT OR PROCEEDING BROUGHT BY A PARTY THAT IN ANY WAY ARISES OUT OF OR RELATES TO THIS AGREEMENT EACH RIGHT AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE BROUGHT SOLELY AND EXCLUSIVELY IN DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OR FEDERAL COURTS LOCATED OF DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN DALLASACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS ENTERED INTO, TEXASMADE WITHIN, AND EACH PARTY IRREVOCABLY ACCEPTS AND SUBMITS TO BE PERFORMED ENTIRELY WITHIN THE SOLE AND EXCLUSIVE PERSONAL JURISDICTION STATE OF SUCH COURTS IN PERSONUMDELAWARE, GENERALLY AND UNCONDITIONALLY WITH RESPECT WITHOUT GIVING EFFECT TO ANY ACTIONCHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, SUIT OR PROCEEDING BROUGHT BY OR AGAINST IT BY HOWEVER, THAT ALL PROVISIONS REGARDING THE OTHER PARTY. EXCEPT AS PROVIDED BELOW RIGHTS, DUTIES, OBLIGATIONS AND LIABILITIES OF THE RIGHTS AGENT SHALL BE GOVERNED AND CONSTRUED IN THIS SECTIONACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. (ii) The Company and each holder of Rights hereby waive, NEITHER PARTY SHALL BRING ANY ACTION, SUIT OR PROCEEDING IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT IN ANY OTHER COURT OR IN ANY OTHER JURISDICTION AND SHALL NOT ASSERT ANY CLAIM, WHETHER AS AN ORIGINAL ACTION OR AS A COUNTERCLAIM OR OTHERWISE, AGAINST THE OTHER IN ANY OTHER COURT OR JURISDICTION. Each party irrevocably waives and agrees not to assert, the fullest extent permitted by way of motion, as a defense or otherwiseapplicable law, any objection that it may which they now or hereafter have to personal jurisdiction or to the laying of venue of any of the aforesaid actionssuch suit, suits action or proceedings proceeding brought in the courts any court referred to above, in paragraph (b)(i). The Company and further waives and agrees each holder of Rights undertake not to plead or claim commence any action subject to this Agreement in any forum other than the forum described in this paragraph (b). The Company and each holder of Rights agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such court that any such action suit, action, or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that the Agreement or the subject matter hereof or thereof may not shall be enforced in or by conclusive and binding upon such court. As the only exceptions to any of the above: (a) if a party is entitled to seek injunctive or other equitable relief which is not available in the venue specified in this Section, this Section shall not be deemed to be a bar to the party seeking such relief if such relief is wholly non-monetary injunctive or other equitable relief; and (b) if neither the federal courts nor the state courts sitting in Dallas, Texas will accept jurisdiction over the action, suit or proceeding, then the action, suit or proceeding may be brought in any court of competent jurisdiction located in the United StatesPersons.