Common use of Governing Law; Forum Selection Clause in Contracts

Governing Law; Forum Selection. This Agreement and the Secondary Exchange Rights issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. Each party to this Agreement irrevocably and unconditionally agrees to be, and all the rights governed by this Agreement, including the rights of the Class A Shareholders in accordance with Section 11 shall be, subject to the exclusive jurisdiction of the state courts sitting in the City of Wilmington in the State of Delaware and of the United States of America located in the District of the State of Delaware for any actions, suits or proceedings arising out of, or relating to, this Agreement. No action, suit or proceeding relating thereto shall be commenced in any other court. Service of any process, summons, notice or document if delivered or made pursuant to Section 16 shall be effective service of process for any action, suit or proceeding. Each party to this Agreement hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the aforementioned courts and hereby further irrevocably and unconditionally waives all claims, and agrees not to plead or claim in any such court, that any action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Forum Selection. This Agreement and the Secondary Exchange Rights issued hereunder shall be deemed to be a contract made under governed by, and construed in accordance with, the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with Delaware, regardless of the laws that might otherwise govern under applicable principles of such State applicable to contracts to be made and performed entirely within such Stateconflicts of law thereof. Each party to this Agreement irrevocably and unconditionally agrees to bethat any action suit or proceeding arising out of this Agreement, and all the rights and obligations governed by this Agreement, including the rights of the Class A Shareholders in accordance with Section 11 11, shall be, subject to the exclusive jurisdiction of the state courts sitting be brought and determined exclusively in the City Delaware Court of Wilmington in Chancery or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware and of the United States of America located in the District of decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware for Delaware, and, in each case, any actions, suits or proceedings arising out of, or relating to, this Agreementappellate court therefrom. No action, suit or proceeding relating thereto shall be commenced in any other court. Service of any process, summons, notice or document if delivered or made pursuant to Section 16 shall be effective service of process for any action, suit or proceeding. Each party to this Agreement hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the aforementioned courts and hereby further irrevocably and unconditionally waives all claims, and agrees not to plead or claim in any such court, that any action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Forum Selection. This Agreement and the Secondary Exchange Rights issued hereunder shall be deemed to be a contract made under governed by, and construed in accordance with, the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with Delaware, regardless of the laws that might otherwise govern under applicable principles of such State applicable to contracts to be made and performed entirely within such Stateconflicts of law thereof. Each party to this Agreement irrevocably and unconditionally agrees to bethat any action suit or proceeding arising out of this Agreement, and all the rights and obligations governed by this Agreement, including the rights of the Class A Shareholders in accordance with Section 11 4 and Section 9, shall be, subject to the exclusive jurisdiction of the state courts sitting be brought and determined exclusively in the City Delaware Court of Wilmington in Chancery or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware and of the United States of America located in the District of decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware for Delaware, and, in each case, any actions, suits or proceedings arising out of, or relating to, this Agreementappellate court therefrom. No action, suit or proceeding relating thereto shall be commenced in any other court. Service of any process, summons, notice or document if delivered or made pursuant to Section 16 14 shall be effective service of process for any action, suit or proceeding. Each party to this Agreement hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the aforementioned courts and hereby further irrevocably and unconditionally waives all claims, and agrees not to plead or claim in any such court, that any action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Forum Selection. (a) This Agreement shall be construed in accordance with, and governed in all respects by, the Secondary Exchange Rights issued hereunder internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). (b) Any Proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be brought or otherwise commenced in any state or federal court located in the State of Delaware. Each party to this Agreement: (i) expressly and irrevocably consents and submits to the exclusive jurisdiction of each state and federal court located in the State of Delaware (and each appellate court located in the State of Delaware) in connection with any such Proceeding; (ii) agrees that each state and federal court located in the State of Delaware shall be deemed to be a contract made under the laws convenient forum; (iii) agrees not to assert (by way of the State of Delaware and for all purposes shall be governed by and construed motion, as a defense or otherwise), in accordance with the laws of any such State applicable to contracts to be made and performed entirely within such State. Each party to this Agreement irrevocably and unconditionally agrees to be, and all the rights governed by this Agreement, including the rights of the Class A Shareholders Proceeding commenced in accordance with Section 11 shall be, subject to the exclusive jurisdiction of the any state courts sitting in the City of Wilmington or federal court located in the State of Delaware and of the United States of America located in the District of the State of Delaware for Delaware, any actions, suits or proceedings arising out of, or relating to, this Agreement. No action, suit or proceeding relating thereto shall be commenced in any other court. Service of any process, summons, notice or document if delivered or made pursuant to Section 16 shall be effective service of process for any action, suit or proceeding. Each claim that such party to this Agreement hereby irrevocably and unconditionally waives any objection which it may now or hereafter have is not subject personally to the laying jurisdiction of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the aforementioned courts and hereby further irrevocably and unconditionally waives all claims, and agrees not to plead or claim in any such court, that any action, suit or proceeding brought in any such court Proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court; and (iv) waives any right to trial by jury in any proceeding regarding this Agreement, the Transaction Documents or any provision hereof or thereof. (c) Vendor agrees that if any Proceeding is commenced against the Purchaser by any Person in or before any court or other tribunal anywhere in the world, then the Purchaser may proceed against Vendor in or before such court or other tribunal with respect to any indemnification claim or other claim arising from or relating to such Proceeding or any of the matters alleged therein or any of the circumstances giving rise thereto.