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

Governing Law; Forum; Consent to Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of New York except to the extent that the terms and consummation of the Mergers are subject to the DGCL, the RIBCA or the MBCL, in which case such laws shall govern. Each party to this Agreement hereby irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction of the federal courts of the Southern District of New York in the county of New York and the borough of Manhattan for any proceeding arising in connection with this Agreement (and each such party agrees not to commence any such proceeding, except in such courts), (ii) to the extent such party is not a resident of the State of New York, agrees to appoint an agent in the State of New York as such party's agent for acceptance of legal process in any such proceeding against such party with the same legal force and validity as if served upon such party personally within the State of New York, and to notify promptly each other party hereto of the name and address of such agent, (iii) waives any objection to the laying of venue of any such proceeding in the federal courts of the Southern District of New York in the county of New York and the borough of Manhattan, and (iv) waives, and agrees not to plead or to make, any claim that any such proceeding brought in any federal court of the Southern District of New York has been brought in an improper or otherwise inconvenient forum.

Governing Law; Forum; Consent to Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of New York except to the extent that the terms and consummation of the Mergers Merger are subject to the DGCL, the RIBCA DGCL or the MBCL, MBCL in which case such laws shall govern. Each party to this Agreement hereby irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction of the federal courts of the Southern District of New York in the county of New York and the borough of Manhattan and the jurisdiction of the federal courts of the District of Massachusetts in the county of Suffolk and the city of Boston for any proceeding arising in connection with this Agreement (and each such party agrees not to commence any such proceeding, except in such courts), (ii) to the extent such party is not a resident of the State of New YorkYork or the Commonwealth of Massachusetts, agrees to appoint an agent agents in the State of New York and the Commonwealth of Massachusetts as such party's agent agents for acceptance of legal process in any such proceeding against such party with the same legal force and validity as if served upon such party personally within the State of New YorkYork or the Commonwealth of Massachusetts, respectively, and to notify promptly each other party hereto of the name and address of each such agent, (iii) waives any objection to the laying of venue of any such proceeding in the federal courts of the Southern District of New York in the county of New York and the borough of ManhattanManhattan or the federal courts of the District of Massachusetts in the county of Suffolk and the city of Boston, and (iv) waives, and agrees not to plead or to make, any claim that any such proceeding brought in any federal court of the Southern District of New York or the District of Massachusetts has been brought in an improper or otherwise inconvenient forum.

Governing Law; Forum; Consent to Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of New York except to the extent that the terms and consummation of the Mergers Merger are subject to the DGCL, the RIBCA DGCL or the MBCL, MBCL in which case such laws shall govern. Each party to this Agreement hereby irrevocably and unconditionally (i) consents con- sents to submit to the exclusive jurisdiction of the federal courts of the Southern District of New York in the county of New York and the borough of Manhattan and the jurisdiction of the federal courts of the District of Massachusetts in the county of Suffolk and the city of Boston for any proceeding arising in connection with this Agreement (and each such party agrees not to commence any such proceeding, except in such courts), (ii) to the extent such party is not a resident of the State of New YorkYork or the Commonwealth of Massachusetts, agrees to appoint an agent agents in the State of New York and the Commonwealth of Massachusetts as such party's agent agents for acceptance of legal process in any such proceeding against such party with the same legal force and validity as if served upon such party personally within the State of New YorkYork or the Commonwealth of Massachusetts, respectively, and to notify promptly each other party hereto of the name and address of each such agent, (iii) waives any objection to the laying of venue of any such proceeding in the federal courts of the Southern District of New York in the county of New York and the borough of ManhattanManhattan or the federal courts of the District of Massachusetts in the county of Suffolk and the city of Boston, and (iv) waives, and agrees not to plead or to make, any claim that any such proceeding brought in any federal court of the Southern District of New York or the District of Massachusetts has been brought in an improper or otherwise inconvenient forum.

Governing Law; Forum; Consent to Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of New York except to the extent that the terms and consummation of the Mergers are subject to the DGCL, the RIBCA DGCL or the MBCL, in which case such laws shall governPBCL. Each party to this Agreement hereby irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction jurisdic- tion of the federal courts of the Southern District of New York in the county of New York and the borough of Manhattan for any proceeding arising in connection with this Agreement (and each such party agrees not to commence any such proceeding, except in such courts), (ii) to the extent such party is not a resident of the State of New York, agrees to appoint an agent in the State of New York as such party's agent for acceptance of legal process in any such proceeding against such party with the same legal force and validity as if served upon such party personally within the State of New York, and to notify promptly each other party hereto of the name and address of such agent, (iii) waives any objection to the laying of venue of any such proceeding in the federal courts of the Southern District of New York in the county of New York and the borough xxxxxxxx of Manhattan, and (iv) waives, and agrees not to plead or to make, any claim that any such proceeding brought in any federal court of the Southern District of New York has been brought in an improper or otherwise inconvenient forum.

Governing Law; Forum; Consent to Jurisdiction. This --------------------------------------------- Agreement shall be governed by and construed in accordance with and governed by the laws of the State of New York except without giving effect to the extent that the terms and consummation principles of conflict of laws thereof. Each of the Mergers are subject to the DGCL, the RIBCA or the MBCL, in which case such laws shall govern. Each party parties to this Agreement hereby irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction of the federal courts of the Southern District State of New York in the county of New York and the borough of Manhattan for any proceeding arising in connection with this Agreement (and each such party agrees not to commence any such proceeding, except in such courts), (ii) to the extent such party is not a resident of the State of New York, agrees to appoint an agent in the State of New York as such party's agent for acceptance of legal process in any such proceeding against such party with the same legal force and validity as if served upon such party personally within the State of New York, and to notify promptly each other party hereto of the name and address of such agent, (iii) waives any objection to the laying of venue of any such proceeding in the federal courts of the Southern District State of New York in the county of New York and the borough of ManhattanYork, and (iv) waives, and agrees not to plead or to make, any claim that any such proceeding brought in any federal court of the Southern District State of New York has been brought in an improper or otherwise inconvenient forum.

Governing Law; Forum; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with and governed by the laws of the State of New York except Maryland applicable to a contract executed and performed in such State without giving effect to the extent that principles of conflict of laws which would apply the terms and consummation Law of any state other than the State of Maryland. Each of the Mergers are subject to the DGCLSeller, the RIBCA or the MBCLTransmedia, in which case such laws shall govern. Each party to this Agreement Bessalel, Xxxxxx and Xxxxxxx hereby irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction of the federal courts of the Southern District of New York in the county of County, New York and the borough of Manhattan (state or federal) for any proceeding arising in connection with this Agreement (and each such party agrees not to commence any such proceeding, except in such courts), (ii) to the extent such party is not a resident of the State of New York, agrees to appoint an agent in the State of New York as such party's agent for acceptance accept service of legal process by registered mail at the address specified in Section 10.7 in any such proceeding against such party with the same legal force and validity as if served upon such party personally within the State of New York, York and to notify promptly each other party hereto of any change of address for such service of process from the name and address of such agentcontained in Section 10.7, (iii) waives any objection to the laying of venue of any such proceeding in the federal courts of the Southern District of New York in the county of County, New York and the borough of Manhattan(state or federal), and (iv) waives, and agrees not to plead or to make, any claim that any such proceeding brought in any federal court of the Southern District of New York County, New York (state or federal) has been brought in an improper or otherwise inconvenient forum.